Raisio : Corporate Governance Statement 2023

RAISIO PLC

CORPORATE GOVERNANCE STATEMENT

2023

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• to confirm the Group organisation, appoint and discharge the CEO and, following the CEO's proposal, to appoint and discharge his/her immediate subordinates, as well as to approve the CEO's employment contract and other benefits
• to decide on incentive and reward schemes for the management and personnel, and if necessary, submit proposals concerning them to the AGM
• to annually review key operational risks and their management
• to ensure the functionality of the Group's planning, information and monitoring systems,

The Board evaluates its operations and the independence of its members annually. The Board evaluated its operations through an internal assessment in the autumn of 2023.

Competence and expertise of the Board members and Board diversity and rotation

The Board and Supervisory Board defined the criteria set for Board members concerning their competence and expertise as well as the diversity principles, taking into account the scale and development stage of the company's activities.

In order to ensure effective Board work, all Board members must have sufficient ex- pertise, competence, experience, and time to familiarize themselves with the matters being dealt with and to carry out their duties.

As a collective, the Board must have adequate knowledge, skills and experience especially in matters related to the company's industry and business operations, in business management, group management and financial management, in financial statements and financial reporting, in internal control and risk management, in M&A and in corporate governance.

The diversity in the Board of Directors supports the company's operations and its de- velopment. The diversity in the Board members' expertise, viewpoints and personality contribute to the ability to respond openly to innovative ideas and to support and challenge the company's executive management. With adequate diversity, it is possible to avoid the similarity in the members' views, i.e. group thinking.

The Board should consist of people from different age groups who have adequate experience in Board governance. The aim is that the Board comprises at least one third of both genders. Competency objectives have priority over nationality and the members may be from Finland or from abroad.

A person cannot be proposed as a Member of the Board, if his/her consecutive terms as Raisio's Board Member exceed 10 years (counted from the term commencing from the AGM of 2020), unless this can be justified by e.g. from the point of view of compe- tence, expertise, diversity or the company's interests.

The proposal for the election of the Board of Directors is prepared by the Supervisory Board's Nomination Committee, which presents its proposal to the Supervisory Board. The Supervisory Board makes a proposal for the composition of the Board of Directors to the Annual General Meeting.

Board of Directors in 2023

The AGM of 2023 elected six members to the Board: Erkki Haavisto, Leena Niemistö, Ann-Christine Sundell, Pekka Tennilä and Arto Tiitinen were re-elected and Lauri Sippo- nen was elected as a new member. The Board re-elected Arto Tiitinen as its Chairman and Ann-Christine Sundell as its Deputy Chairman.

All members of the Board in 2023 were independent of the company and of its major shareholders.

In 2023 the Board held 18 meetings, one of which was an organizing meeting after the AGM and one was held via e-mail. Attendance at the Board meetings was 98 per cent.

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Leena Niemistö

Professional Board Member,

Startup investor

Born: 1963

Place of residence: Helsinki

Education: MD, Specialist in Physical and Rehabilitation Medicine

Key employment history:

Pihlajalinna plc: Senior Advisor 2016-2017, Deputy CEO, EVP in Private Clinics and Specialized Care

2013-2016; Dextra Oy: CEO 2003-2016; Orton Oy: Specialist in Physical and Rehabilitation Medicine 1997-2004

Board membership: Member since 2017 Other simultaneous positions of trust: Pihlajalinna Plc: Vice Chairman of the Board, Member of People Committee; Nexstim Plc: Chairman of the Board; Nightingale Health Plc: Chairman of the Board; Digital Workforce Services: Member of the Board; Yliopiston Apteekki: Member of the Board; The Finnish Fair Corporation: Deputy Chairman of the Board, Member of Personnel Commit- tee; Finnish National Opera and Ballet sr: Chairman of the Board; Finnish National Opera and Ballet Foundation sr: Chairman of the Board; The National Defence Course Association: Member of the Board; Henna and Pertti Niemistö Art Foundation Ars Fennica sr: Deputy Chairman of the Board, Chairman of the Jury

Lauri Sipponen

Born: 1969

Place of residence:: Espoo

Education: M. Sc. (Econ.), Gross- und Aussenhandels- kaufmann, Diploma in Business and Administration

Key employment history:

Laitilan Wirvoitusjuomatehdas Oy: CEO 2022-2023;

VR-Group Plc: CEO 2021-2022; Lidl Finland Ky: CEO 2010-2019, other management positions 2001-2010;Yritys-Sampo Oy: Marketing Manager 1999-2001, Accounting Manager 1997-1999

Board membership: Member since 2023

Other simultaneous positions of trust: Wulff-YhtiötOyj: Member of the Board; CAP-GroupOy: Member of the Board, German-FinnishChamber of Commerce (DFHK): Member of the Board

Pekka Tennilä

CEO, Neova Oy and Kekkilä-BVB

Born: 1969

Place of residence: Helsinki

Education: M.Sc. (Econ.)

Key employment history:

Neova Oy and Kekkilä-BVB: CEO 2023-; Anora Group:

CEO 2021-2023; Altia Group: CEO 2014-2021; Carls-

berg Baltics: CEO 2012-2014; Carlsberg Estonia:

CEO 2008-2011; Sinebrychoff: Export Director 2006- 2008, Marketing Manager 2001-2005; Kellogg Company: Business Manager 2000-2001, Marketing Manager 1998-2000

Board membership: Member since 2019

Other simultaneous positions of trust:

ETL (Finnish Food and Drink Industries' Federation); Member of the Board

Board's People Committee

The Board has established a Remuneration Committee to enhance the preparation of remuneration and nomination matters pertaining to the Board. The name of the Remuneration Committee was changed to People Committee as of 13 April, 2021.

The duties of the People Committee include the preparation of matters concerning remuneration and other financial benefits of the CEO and deputy managing director (if any), the appointment of the CEO, deputy managing director (if any) and other company executives, as well as the assessment of successor issues, the incentive and remuneration schemes of management, key employees and staff, as well as significant organisational changes.

People Committee in 2023

In 2023 the Chairman of the People Committee was Arto Tiitinen and the members Erkki Haavisto and Leena Niemistö.

The Committee is convened by the Chairman as often as needed and it may use experts from within or outside the company to the extent it is considered necessary. The Com- mittee's secretary is either the Chief People Officer or the Secretary of the Board. In 2023, the People Committee convened eight times, with an attendance of 100 per cent.

Board's Audit Committee

The Board of Directors has appointed an Audit Committee as of 2017 in order to enhance the preparation of matters related to financial reporting and control under the Board's responsibility.

The responsibilities of the Audit Committee include:

• monitoring the process of financial statements reporting,
• overseeing the acquisition processes,
• monitoring the company's internal control and audit as well as the effectiveness of risk management systems,
• processing of the description of the main features of the internal control and risk management systems included in the financial reporting processes, as described in the Corporate Governance Statement,
• monitoring the statutory audit of the financial statements and consolidated finan- cial statements,
• evaluating the independence of the statutory auditor or audit firm and, in partic- ular, the non-audit services provided to the Company,
• preparing a proposal for a decision on the election of the auditor,
• monitoring and evaluating how the contracts and other legal acts between the company and its closely related parties meet the requirements of normal business practice and market conditions, and
• reviewing other issues addressed to the Committee by the Board of Directors

The Committee is convened by the Chairman as often as needed and it may use experts from within or outside the company to the extent it considers necessary. The secretary of the committee is the CFO or a person named by him from his organization.

Audit Committee in 2023

In 2023 the members of the Audit Committee were Ann-Christine Sundell (Chairman), Lauri Sipponen (as of 20 April 2023) and Pekka Tennilä (Leena Niemistö until 20 April

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2023). Chairman of the Supervisory Board or, if he/she is prevented from attending the meeting, the Deputy Chairman of the Supervisory Board, has the right to attend and speak at Committee meetings.

In 2023 the Audit Committee convened six times, with an attendance of 100 per cent.

Supervisory Board

The Supervisory Board consists of a minimum of 15 and a maximum of 25 members, whose term begins at the AGM at which the election takes place and ends at the end of the third AGM following the election. One-third of the members are replaced every year. The AGM held in 2023 confirmed the number of members in the Supervisory Board to be 25. In addition to the members elected by the AGM, the Supervisory Board also includes three members whom the personnel groups, formed by Raisio Group's employees in Finland, have elected as their representatives. Person who has turned 65 before the beginning of the term cannot be elected as a member of the Supervisory Board.

The Supervisory Board supervises the corporate administration run by the Board and CEO, and gives the AGM a statement on the financial statements and auditor's report. Chairman of the Supervisory Board or, if he/she is prevented from attending the meet- ing, Deputy Chairman of the Supervisory Board has the right to be present and to speak at all Raisio plc's Board meetings.

Supervisory Board elects Chairman and Deputy Chairman among its members for one term that begins at the first Supervisory Board meeting following the AGM and ends at the first Supervisory Board meeting held after the following AGM.

Paavo Myllymäki served as the Chairman of the Supervisory Board until the AGM held on 20 April 2023, whereafter the Deputy Chairman Holger Falck acted as the Chairman

until 16 May 2023, the Supervisory Board elected Tuomas Levomäki as its new Chairman and re-elected Holger Falck as the Deputy Chairman. The Group CLO serves as the secretary of the Supervisory Board.

In 2023 the Supervisory Board convened three times, with an attendance of 84 per cent.

In 2023 the Supervisory Board evaluated the independency criteria in relation to the company's significant shareholder (i.e. the Central Union of Agricultural Producers and Forest Owners, MTK). The Supervisory Board decided that membership in the board or group of delegates of the MTK makes a member of the Supervisory Board non-independent of the significant shareholder in accordance with the recommendation of the Corporate Governance Code. On the other hand, if a member of the Supervisory Board is also a member of the MTK's committee or of any of its provincial unions, this does not make a member of the Supervisory Board non-independent of the major share- holder, since these do not have such control over the MTK, as stated in the Corporate Governance Code. Therefore, the Supervisory Board has evaluated that Juha Marttila as the President of MTK's Board and Jukka Niittyoja and Matti Seitsonen as members of group of delegates are non-independent of Raisio's significant shareholder, whereas the other 22 members are independent of the significant shareholder. Three members elected by personnel groups are non-independent of the company, since they are employed by the Group companies, while other 22 Supervisory Board members are independent of the company. Many of the Supervisory Board members are either suppliers or customers, or in both of these roles, in relation to the Group companies. This is not considered to have relevance that would make them non-independent in relation to the company. Eight of the Supervisory Board members have served in their position for over 10 consecutive years but this alone is not considered to make them non-independent in relation to the company.

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