Governance

Valmet Automotive Oyj is a Finnish public limited company (Plc), the shares of which are owned by the Finnish state and Pontos Oy. The Company’s headquarters are located in Uusikaupunki, Finland, and the Company’s registered domicile is Uusikaupunki.

Business ID: 0143991-2. Place of registration: Uusikaupunki, Finland.

Valmet Automotive’s administration is governed by Finnish laws and the regulations and rules set out pursuant to such laws. Valmet Automotive applies the requirements and guidelines issued by the Finnish state to government majority-owned companies as well as, on a voluntarily basis, the Finnish Corporate Governance Code of 2025, to the extent relevant to private, government-owned companies.

The Company’s statutory bodies are the General Meeting of Shareholders, the Board of Directors and the CEO, whose duties and responsibilities are determined in accordance with the Finnish Companies Act. In addition, two Management Boards assists the CEO in the operative management of the Company and in coordinating its operations. Members of the Management Boards are not members of the Board of Directors.

The Company publishes an annual Corporate Governance Statement. Read here: 2025.

Shareholders

The shareholders of Valmet Automotive are the Finnish state and Pontos Oy.

The Finnish state is the majority owner with a combined ownership of 79% of the Company’s shares. The other shareholder is a private investment company Pontos Oy, which holds a combined 21% stake of the Company’s shares.

GENERAL MEETING OF SHAREHOLDERS

The General Meeting of Shareholders is the Company’s highest decision-making body where shareholders use their decision-making power. The General Meeting decides on matters specified in the Companies Act and the Articles of Association of the Company. An Annual General Meeting shall be held annually by June, typically in March-April. Notice to the General Meeting is served at the earliest three months and at the latest seven days before the meeting. An Extraordinary General Meeting shall be held in case the Board, the Auditor or shareholders representing at least 1/10 of all shares so require to address a specific matter.

Board

The Board of Directors is responsible for the company’s administration and arranging operations properly according to applicable laws, the Articles of Association and good corporate governance. The general authority of the Board covers matters that are far-reaching, strategically significant or unusual and which therefore do not belong to the Company’s day to-day business operations.

Valmet Automotive Corporation applies principles defined in law to promote and develop equality and diversity and further promotes equal treatment of individuals at the workplace. The Board of Directors has also adopted diversity principles. It is identified that key diversity factors for the company include industry knowledge, experience from different fields of business and international business scene. In addition, varying educational backgrounds, management experience from different business sectors and a varying age and gender structure have been identified as items promoting diversity.

BOARD

CHIEF EXECUTIVE OFFICER

The CEO is responsible for the daily management of the Company’s administration in accordance with the guidelines and instructions provided by the Board. The CEO is also responsible for ensuring that the Company’s accounting has been carried out according to applicable legislation and that its asset management has been organized in a reliable manner. The CEO manages the Company’s daily business and is responsible for controlling and steering the different functions. The CEO has a written service contract which is approved by the Board. The Board supervises the CEO’s performance and provides an annual performance evaluation thereof.

The Board appoints and discharges the CEO. The CEO may be discharged at the Board of Directors’ discretion also without a specific reason, in which case the CEO is entitled to a discharge compensation.

Pasi Rannus has acted as the Company’s CEO since November 14, 2023.

MANAGEMENT BOARDS

In the operative management of the Valmet Automotive Group, the CEO is assisted by two business area Management Boards, one for Valmet Automotive and one for Roof & Kinematic Systems.

MANAGEMENT

REMUNERATION

Following the changes in ownership, which materialized in September 2025, Valmet Automotive has applied the Government Resolution on the State Ownership Policy of 2024. Accordingly the Company has prepared a renewed remuneration policy, the key principles of which are described in the Company’s annual remuneration report. The Company’s remuneration policy and consequent compensation systems aim to engage and motivate the personnel work together towards the Company’s strategic goals, and to create shareholder value.

The remuneration report is prepared in accordance with the Finnish Corporate Governance Code (2025) and the EU Shareholder Rights Directive, as applicable. The report describes the remuneration of Valmet Automotive Board of Directors, CEO and Management Board during each financial year.

2025

AUDIT, INTERNAL CONTROLS AND INTERNAL AUDITing

According to the Company’s Articles of Association, the Company has one auditor, which must be an auditing firm approved by the Finnish Patent and Registration Office, with the principal auditor being a Chartered Accountant. The Annual General Meeting of Shareholders held on 24 March 2026 elected Ernst & Young Oy as the Company’s auditor, which appointed Susanna Saariluoma, APA, as its principal auditor.

The Board’s Audit Committee leads and supervises the appointment procedure of the auditor. The Audit Committee issues a recommendation to the Board on a proposal to be made to the Annual General Meeting as regards the appointment and remuneration of the auditor. The Audit Committee reviews, instructs and evaluates matters related to the Group’s financial and sustainability reporting, financing, internal control, internal audit, risk management, audit and compliance with laws and regulations. The Board of Directors sets the tone for the Group’s control environment, providing the purpose and values, policies, processes, and structures as a foundation for internal control activities on different levels. Internal auditing is an independent and objective assessment, assurance and consulting function. Internal auditing assists the Board of Directors and supports the Company and its operative management achieving business objectives.