Biohit Oyj : Corporate Governance 2022

Corporate Governance Statement 2022

INTRODUCTION

Biohit Oyj has prepared this Corporate Governance Statement based on Section 54 of the Finnish Corporate Governance Code for listed companies issued by the Securities Market Association. The company will publish separate renumeration report for the financial year 2022 for governing bodies according to new shareholders right directive. The existing renumeration policy and information on the renumeration to the rest of the management team the company publishes on its website www.biohit.fi/investors.

The Board of Directors reviewed the renumeration reportin its meeting on March 20, 2023.

The Report of the Board of Directors, the Auditor's Report, and the full Corporate Governance

Statement, the renumeration policy and the rest of the management team renumeration are available at www.biohit.fi/investors.

RULES OBSERVED BY BIOHIT

Biohit Oyj is a Finnish public limited company whose series B shares are listed on Nasdaq Helsinki in the Small cap/Healthcare group. Biohit Group (hereinafter referred to as "Biohit")

comprises the parent company, Biohit Oyj, and its foreign subsidiaries, which primarily focus on sales and marketing for Biohit Oyj's products. Biohit is headquartered in Helsinki.

Biohit's governance complies with applicable legislation, standards and recommendations concerning public listed companies, the regulations of Nasdaq Helsinki Ltd, and Biohit Oyj's Articles of Association. Biohit Oyj has administered its affairs in compliance with the corporate governance code 2020 for Finnish listed companies, and this Statement has been prepared in accordance with the code. The Corporate Governance Code is available atwww.cgfinland.fi.

None of the members of the five-person Board of Directors is independent of the company, so the company does not fulfil recommendation number 10 stating that the majority of the members of the Board of Directors must be independent of the company. The company

deviates from the recommendation because the current Board composition has the best available competence to lead the company on its existing strategy. Biohit's Board of Directors

is one of the best in its size according to the Nordic Business Diversity Index, which measures Board diversity in Finland, Sweden, and Denmark through four different variables: age, gender, education background and nationality.

The company strives to comply with high international standards of corporate governance and the key principles of corporate governance among Finnish listed companies.

BIOHIT'S ADMINISTRATIVE BODIES IN 2022

The highest decision-making power at Biohit Oyj is exercised by the company's shareholders at the Annual General Meeting. The company's Board of Directors supervises the administration and organisation of the company and the Group's earnings trends. The

President & CEO is responsible for operative management and is assisted by the Management Team.

Annual General Meeting

Biohit Oyj held its 2022 Annual General Meeting on June 15th in Helsinki. 2,686,488 shares and 42,738,488 votes were represented at the meeting, corresponding to 17.86% of all the shares in the company and 59.71% of the votes. The meeting was attended by one of the six members of the Board of Directors, the President & CEO, and the principal auditor.

Board of Directors

The Board of Directors, which comprises 5-7 members elected by the Annual General Meeting, is responsible for the administration and appropriate organisation of Biohit's

business operations. Proposals concerning membership of the Board of Directors are prepared by the Board of Directors. Biohit has defined the principles applying to diversity within the Board of Directors in accordance with recommendation 9 of the corporate governance code. Biohit's objective is for both sexes to be represented on the company's Board of Directors. In line with this objective, the Board of Directors had members of both sexes.

The Board of Directors elects a chairman from amongst its members.

Board members' terms of office run from the date of their election by the AGM until the end

of the next AGM.

The Board's areas of responsibility are stated in the written rules of procedure approved by

the Board. They are as follows:

• Increasing shareholder value
• Ensuring the appropriate organisation of accounting and financial management
• Approving Biohit Oyj's financial statements, consolidated financial statements and the Report of the Board of Directors for the most recent financial period
• Approving the half year financial report annually for the period ending at the end of June
• Deciding on Biohit's business plan, budget, and investment plan
• Deciding on Biohit's financing and risk management policies
• Approving the remuneration and incentive schemes for senior managers
• Appointing the President & CEO
• Deciding on Biohit's strategy, organisational structure, investments, and other wide- reaching and significant issues

The Board's decision-making is based on reports prepared by the company's operative management on the operational development of the Group and its business units.

The Chairman is responsible for convening Board meetings and arranging the work of the Board. The Board convenes 5-12 times per year, usually meeting once every month or once every two months, and the meeting schedule for the entire term is confirmed in advance. When necessary, Board meetings are held more frequently or by teleconference.

Board of Directors in 2022

Until the Annual General Meeting held on 15 June 2022, the following six people were on the Board of Directors: Eero Lehti (chairman), Franco Aiolfi, Liu Feng, Matti Härkönen, Lea Paloheimo and Osmo Suovaniemi. At the Annual General Meeting, Franco Aiolfi, Liu Feng, Lea Paloheimo and Osmo Suovaniemi were re-elected to the Board of Directors to serve until the end of the Annual General Meeting in 2023. Kalle Härkönen was elected as a new member to the Board f Directors. The Board of Directors elected Lea Paloheimo as its chairman.

Biohit Oyj's Board of Directors convened 6 times in 2022 (9 times in 2021). The average attendance was 92 per cent (92 per cent).

Biohit Oyj's Board of Directors on 31 December 2022

Lea Paloheimo, Chairman, (b. 1951), PhD (clinical biochemistry), hospital chemist

• Member of the Board since 2019
• Independent of the major shareholders but non-independentof the company
• Employed by Biohit Oyj during 2001-2019, recently working as a Production and Product Development Director and Business Development Director.
• Attended 6 Board meetings in 2022
• Direct shareholding: series B shares: 7,000

Franco Aiolfi (b. 1947), Degree in Pharmacy awarded by the University of Urbino

• Member of the Board since 2013
• Independent of the major shareholders but non-independentof the company
• Attended 5 Board meetings in 2022
• Direct shareholding: no Biohit shares
• Indirect shareholding: Majority owner of BioBrick S.p.A 31.12.2021. BioBrick S.p.A. owned 92,807 series B shares in 31.12.2021.

Liu Feng (b. 1972), General Manager of Hefei Medicine Co., Ltd, Owner of Biohit Healthcare Hefei

• Member of the Board since 2018
• Non-independent of the major shareholders and of the company
• Special researcher at the Counselor's Office of Anhui Provincial People's Government

• The vice chairman of the Chinese National Early Gastrointestinal-CancerPrevention & Treatment Center
• Alliance member of the council of the China Health Promotion Foundation
• Attended 4 Board meetings in 2022
• Indirect shareholding via Biohit Healthcare (Hefei) Co., Ltd.: series A shares: 850,000, B shares: 4,095,415

Kalle Härkönen (b. 1968), MSc (Tech.)

• Member of the Board since 2022
• Non-independent of the company
• CEO at Foamit Group Oy
• Attended 3 Board meetings in 2022
• Direct shareholding: series B shares: 4,333

Professor Osmo Suovaniemi (b. 1943), MD, PhD

• Member of the Board since 1988 and Chairman 2011-2021
• Non-independent of major shareholders and of the company
• Founder of Biohit and its former President & CEO
• Attended 6 Board meetings in 2022
• Direct shareholding: series A shares: 2,018,310; series B shares: 0

Board committees

The Board of Directors have assessed that the scope of the Biohit Oyj's business does not

require the appointment of a separate Audit Committee, and consequently no separate committees have been appointed to increase the efficiency of the Board.

President & CEO

The President & CEO is responsible for the day-to-day management of the company in accordance with the instructions and regulations issued by the Board of Directors. The President & CEO of the parent company is elected by the Board and acts as Group President.

He also ensures the appropriate organisation and legality of the company's accounting and

asset management. The terms of employment of the President & CEO are based on a written contract that is approved by the Board of Directors. The President & CEO cannot be elected Chairman of the Board. During the financial period Päivi Siltala MSc (until starting 1.9.2022) and Jussi Hahtela MSc Econ. (starting 2.9.2022) have acted as the CEO.

Jussi Hahtela, b. 1973

• MSc (Econ.)
• Previously: Chief Strategist, Head of FX & Money Markets Sales Finland, Nordea Markets
• No direct shareholding

Päivi Siltala, b. 1974

• MSc
• Previously: Sales Director at Johnson & Johnson and Cook Medical Endoscopy. Business Development Director at Pentax Medical
• No direct shareholding

Group Management Team

The composition and areas of responsibility of the Group's Management Team were as follows: Jussi Hahtela (President & CEO), Jussi Sorvo (finance, ICT, HR), Suvi Elomaa (production), Panu Hendolin (R&D), Ilari Patrakka (sales and marketing) and Daniela Söderström (quality and registration).

Jussi Sorvo (b. 1973)

• MSc (Econ.)
• Finance, HR, ICT
• With Biohit Oyj since 2021
• Previously: Accountant, PwC
• No direct shareholding

Suvi Elomaa (b. 1985)

• Biotechnology and food engineer
• Production Director
• With Biohit Oyj since 2013
• Previously: Project engineer at the Institute of Biomedicine, Department of Physiology at University of Turku
• No direct shareholding