Board of Directors

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities of the Company’s financial and sustainability reporting process and in monitoring the statutory audit and assurance of the sustainability reporting of the Company. The Audit Committee also assists the Board of Directors in its oversight of matters pertaining to financial and sustainability reporting, internal control, internal audit, risk management and related party transactions, and by making proposals on such matters to the Board of Directors. In addition, the duties of the Audit Committee include preparation of the decisions on electing the independent auditor and sustainability reporting assurance provider, the evaluation of the independence of the independent auditor, particularly the provision of non-audit and sustainability reporting assurance services to the Company as well as carrying out other tasks assigned to it by the Board of Directors. Among its other duties, the Audit Committee monitors and evaluates the functioning and adequacy of internal control systems and audit, supervises risk management, and evaluates the independent auditor’s work.

The Audit Committee consists of at least three members. The members of the Audit Committee may not take part in the daily management of the Company and a majority of the Committee members must be independent of the Company, and at least one Committee member must be independent of the Company’s significant shareholders.

The Audit Committee as a whole must have the expertise and experience required for the performance of the duties and responsibilities of the Audit Committee. Members of the Audit Committee must have broad business knowledge, as well as an adequate knowledge and experience of financial and supervisory matters. At least one Audit Committee member must have expertise in accounting or auditing.

The Chair of the Audit Committee convenes the meetings of the Audit Committee and determines, in consultation with the Audit Committee members, the meeting schedule and frequency. The Chair shall set meeting agendas in consultation with the management of the Company and other relevant parties. As a general rule, the Audit Committee convenes at least four times per year.

Mika Sutinen serves as the Chair of the Audit Committee and Gregory Bylsma and Pipsa Loimijoki serve as members of the Audit Committee.

The Remuneration Committee assists the Board of Directors by preparing matters within the competence of the committee. The duties of the Remuneration Committee include the preparation and assessment of the appointment and the remuneration of the CEO and the rest of the Executive Team of the Company as well as successor planning, ensuring that the remuneration schemes are appropriate and the preparation of the remuneration policy and remuneration report of the Company’s corporate bodies, among other things.

The Remuneration Committee has a minimum of three members. The majority of the members of the Remuneration Committee shall be independent of the Company. The Company’s CEO or any other executive director may not be a member of the Remuneration Committee.

The members of the Remuneration Committee shall have the expertise and experience required for the performance of the duties and responsibilities of the Remuneration Committee. Desirable qualifications for Committee members include experience in business management, corporate governance, human resources management, and executive remuneration and employee benefits.

The Chair, in consultation with the Remuneration Committee members, shall determine the meeting schedule and frequency and shall set meeting agendas in consultation with the management of the Company and other relevant parties. As a general rule, the Remuneration Committee convenes at least two to three times per year.

Ville Koskenvuo serves as the Chair of the Remuneration Committee and Timo Toikkanen and Mika Sutinen serve as members of the Remuneration Committee.

On November 12, 2025, Framery’s Extraordinary General Meeting decided to establish a Shareholders’ Nomination Committee consisting of Framery’s largest shareholders or persons appointed by such shareholders, for preparing, annually or otherwise when appropriate, proposals concerning the composition and remuneration of the members of the Board of Directors of the Company. The Nomination Board will operate and the charter of the Nomination Board will apply until otherwise resolved by the General Meeting.

The Nomination Committee consists of four members appointed by the shareholders. The four largest shareholders, determined annually on June 1 based on the shareholder register maintained by Euroclear Finland Ltd, are entitled to appoint a member to the Nomination Committee.

The Chair of the Board of Directors acts as an expert member in the Nomination Board without the right to vote. However, the Chair of the Board of Directors has the right to attend the meetings of the Nomination Board and receive the relevant material for such meetings. It is the duty of the Chair of the Board of Directors to ask each of the four largest shareholders to nominate one member to the Nomination Board. If a shareholder does not exercise his or her right to nominate a member to the Nomination Board, the nomination right will be transferred, in accordance with the shareholder register, to the next largest shareholder who would not otherwise be entitled to nominate a member to the Nomination Board.