Consti Oyj : Plc's Corporate Governance Statement 2021

Consti Plc's

Corporate Governance Statement 2021

REVIEW OF CONSTI PLC'S CORPORATE GOVERNANCE 2021

Consti Plc (Consti) is registered in Finland and it is a publically listed company at Nasdaq Helsinki Ltd Stock Exchange. Consti's governance and management are based on the Finnish Limited Liability Companies Act and Securities Markets Act, the company's Articles of Association and the rules and guidelines of NASDAQ Helsinki Oy. Consti complies with the Finnish Corporate Governance Code (www.cgfinland.fi).

This Corporate Governance review has been given as a separate entity alongside of the Financial Statements, Report of the Board of Directors and Remuneration Report. The review is available online on the Group's website www.consti.fi > Investors > Corporate Governance.

Consti Plc's Board has assessed the review in its meeting 3 February 2022, and the company's auditor has confirmed that the reviews general description on internal control and risk management is in line with the financial statement.

1 BOARD OF DIRECTORS

The Board's responsibilities

The Board of Directors confirms Consti's strategy and monitors its implementation. In accordance with the Companies Act and Consti's Articles of Association the Board of Directors attends to Consti's administration and organization of its operations and represents the company. Consti's Board of Directors has established written Rules of Procedure, in which its central responsibilities and principles of operation are defined.

Consti's Board of Directors has three to nine members. The Board elects a Chairman and a Deputy Chairman from among its members. The Board assesses the independence of its members. The Nomination and Compensation Committee, annually set by the Board of Directors, makes a proposal of the composition of the Board of Directors to the GM.

The Board of Directors

• defines the Company's dividend policy
• decides on donations within the framework of the Finnish Companies Act
• defines the operating principles for the risk management system and internal control
• considers and approves interim reports, the report of the Board of Directors and the annual financial statements
• confirms its own Rules of Procedure
• confirms the Company's operating principles and monitors how they are carried out
• approves the Company's strategy and monitors how it is carried out
• approves annually a business plan and budget based on the strategy and monitors how they are carried out
• sets personal goals for the CEO annually and assesses how they are achieved as well as approves the targets for the members of the Management Team and assesses how those are achieved
• confirms the Group's organizational structure
• appoints and discharges from their duties the CEO and the members of the Management Team and decides on their terms of employment and incentive schemes
• prepares draft resolutions as necessary for the General Meeting of Shareholders concerning remuneration schemes for management and personnel
• monitors succession issues of the management
• considers other matters that the Chairman of the Board or CEO has submitted on the agenda. Members of the Board are also entitled to bring matters before the Board by informing the Chairman of this.

Composition of the Board

Consti Plc's Board of Directors is chosen by the Annual General Meeting (AGM) for a set time period lasting until the next AGM. The Nomination and Compensation Committee makes a proposal of the composition of

1 | 10

the Board of Directors to the GM. The Nomination and Compensation committee also deals with the company's diversity principles.

Requirements set by operations as well as the company's development stage are taken into consideration when electing the Board of Directors. As stated in the Corporate Governance Code, Board members must have required competence for the position and sufficient time to take care of Board responsibilities. The number of Board Members and the Board's composition must enable efficiently taking care of the Board's responsibilities. As stated in the Code, the Board must have both genders represented.

The diversity of the Board is based on Consti's business strategy and future needs. Diversity criteria include the Members' experience in the company's strategic business areas, the cultures that the company operates in, as well as education, age and gender.

In addition to the corporate governance code, the Nomination and Compensation Committee must take into consideration the company's diversity criteria when identifying and suggesting new members to the Board. The diversity criteria are set to ensure that the Board's competence, background and personal abilities in general meet the company's current and future operational needs.

Board Members 31.12.2021

Consti Plc's Board of Directors on 31 December 2021 comprised of Tapio Hakakari (Chairman), Erkki Norvio (Deputy Chairman), Petri Rignell, Pekka Salokangas, Anne Westersund and Johan Westermarck. All Board members were elected in the Annual General Meeting on 7 April 2021.

Board of Directors 31 December 2021:

Tapio Hakakari

Chairman

Member of the Nomination and Compensation Committee

Master of Laws, born 1953

Board Member since 2015

Finnish citizen

Independent of the company and of significant shareholders

Key work experience

Webstor Oy, CEO

Cargotec PLC, interim President and CEO 2012-2013

Kone PLC, Director and Secretary to the Board 1998-2006

KCI Konecranes, 1994-1998

Kone PLC, 1983-1994

Key positions of trust

Rakennuttajatoimisto HTJ Oy, Chairman of the Board since 2016

Svenska Handelsbanken AB (publ) Finland, Board Member since 2016 and Chairman of the Board since 2019

Cargotec PLC, Board Member since 2005 and Deputy Chairman of the Board since 2009

Consti Plc's shares partly through his holding company 85,400 (31 December 2021)

Erkki Norvio

Deputy Chairman

Member of the Nomination and Compensation Committee

MSc. (tech.), M.Sc. (econ.), born 1945

2 | 10

Board Member since 2008 (Chairman 2008-2011)

Finnish citizen

Independent of the company and of significant shareholders

Key work experience

Ramirent Plc, CEO 1986-2005 and Deputy CEO 1984-1985

Partek Oy, 1972-1984

Key positions of trust

Renta Group Oy, Board Member since 2015

Norvier Oy, Chairman of the Board since 2007

Intera Equity Partners Oy, Board Member since 2007

Consti Plc's shares through his holding company 106,463 (31 December 2021)

Petri Rignell

Board Member

Member of the Nomination and Compensation Committee

MSc. (tech.), born 1962

Board Member since 2008

Finnish citizen

Independent of the company and of significant shareholders

Key work experience

Kreate Oy, CEO 2016-2017

IVG Polar Oy, CEO 2010-2013

CapMan Real Estate, Industrial Advisor 2007-2010

Projektikonsultit Oy, CEO 1994-2007

Polar Yhtiöt, Foreman 1989-1994

Lemminkäinen Oy, Project Engineer 1985-1989

Key positions of trust

Nordec Oy, Chairman of the Board since 2021

Sitowise Oy, Member of the Board since 2019

Fimpec Oy, Member of the Board since 2019

Kreate Oy, Chairman of the Board since 2017

CTV Properties AB, Chairman of the Board since 2017

Setera Communications Oy, Member of the Board since 2017

KFS Finland Oy, Member of the Board since 2015

JPRock Oy, Member of the Board since 2014

PriRock Oy, Chairman of the Board since 2007

Consti Plc's shares through his holding company 25,100 (31 December 2021)

Pekka Salokangas

Board Member

Member of the Nomination and Compensation Committee

M.Sc. (econ.) born 1961

Board Member since 2012

Finnish citizen

Independent of the company and of significant shareholders

3 | 10

Key work experience

Mantec International, Management Consultant since 2018

Relacom Oy, CEO 2009-2017

Wiltrain Consulting Oy and PlanStone Oy, Management Consultant 2008-2009

ISS Palvelut Oy, Business Unit Director 1998-2008

Talotek Oy, CEO 1996-1998

Onninen Oy Wholesale International, Marketing Director 1993-1996

Huber Oy, Development Director 1989-1993

Consti Plc's shares 15,000 (31 December 2021)

Anne Westersund

Board Member

M.A. studies, translator degree, born 1964

Board member since 2019

Finnish citizen

Independent of the company and significant shareholders

Key work experience

Rokmind Oy, Partner since 2018 WesAnne Oy Ab, CEO since 2017

Cargotec Oyj, SVP Head of Customer Value Programme 2015-2017, SVP Communications and Public Affairs 2013-2015, VP Communications and Marketing 2010-2013

Vattenfall AB, VP Communication Nordic 2005-2010

Vattenfall Oy, Customer Service Director 2002-2005 Silja Line, Marketing Manager 2000-2002

Key positions of trust

Rokmind Oy, Chairman of the Board since 2019

Oy Hedengren Ab, Board Member since 2018

Consti Plc's shares through her holding company 2,000 (31 December 2021)

Johan Westermarck

Board Member

Lic.Sc. (Econ.), M.Sc (Tech.), born 1965

Board Member since 2020

Finnish citizen

Independent of the company and significant shareholders

Key work experience

Citec Group Oy Ab, CEO since 2017 Maintpartner Group Oy, CEO, 2012-2017 Maintpartner Oy, CEO, 2010-2012 Maintpartner Ab, CEO, 2009-2010

Eltel Group Oy, VP, Business Development, 2007-2008 Eltel Networks GmbH, CEO, 2006-2007

Eltel Group Oy, VP, Business Development, 2004-2006 Elcoteq Oyj, VP, Sales and Marketing, 2001-2004

Ahlstrom Machinery Oy: Regional Director, Service Business 1997-2001, Manager, Marketing Development 1995-1997, Project Engineer 1992-1995

4 | 10