Nanoform Finland Oyj : Corporate Governance Statement 2022

Corporate Governance

Statement For Nanoform

Finland Plc 2022

NANOFORM 2022

Corporate Governance Statement

1 Introduction

1.1 Nanoform's general governance principles

Nanoform Finland Plc ("Nanoform" or the "Company") observes good corporate governance practices in accordance with the laws and regulations applicable to Finnish public companies, the Company's own Articles of Association, and, Nanoform Finland Plc ("Nanoform" or the "Company") observes good corporate governance practices in accordance with the laws and regulations applicable to Finnish public companies, the Company's own Articles of Association, and, the Finnish 2020 Corporate Governance Code (the "Code" or "CG Code"). The Code can be found at cgfinland.fi/en/.

The Company observed the Corporate Governance Code without any departures from its recommendations during the financial year 2022.

The board of Nanoform has approved this Corporate Governance Statement in its meeting on February 27, 2023.

PricewaterhouseCoopers Oy, Audit Firm, the company's auditor, has verified that the statement has been issued and that the general description of internal audit and risk management systems associated with the financial reporting process conforms to the same in the financial statements.

Nanoform also complies with the rules of Nasdaq First North Premier Growth Market Finland (the "First North Premier Finland"), maintained by Nasdaq Helsinki Ltd, and with Nasdaq First North Premier Growth Market Sweden (the "First North Premier Sweden"), and the rules and regulations of the Finnish Financial Supervisory Authority.

1.2 Departures from the CG Code in 2022

There were no departures from the Code in the year 2022.

1.3 Governing Bodies

The control and management of Nanoform is split between the Annual General Meeting of Shareholders (AGM), the Board of Directors, and the Managing Director (the "CEO"). Ultimate decision-making authority lies with shareholders at the AGM which appoints the members of the Board of Directors and the Auditor. The Board of Directors is responsible for the Company's strategy and overseeing and monitoring the Company's business. The Board of Directors appoints the CEO. The CEO, assisted by the Management Team, is responsible for managing the Company's business and implementing its strategic and operational targets.

2 Descriptions concerning Corporate Governance

2.1 Composition and operations of the Board of Directors

Composition of the Board of Directors:

Miguel Calado, Chairman, born 1955. Dual citizen of Portugal and the United States of America. Chairman of the Board since 2020, member of the Board of Directors since 2019. Independent of the company and significant shareholders. Education: Bachelor of Business Administration degree in Accounting from the Catholic University of Brazil. Owner/ President Management program in General Management at Harvard Business School.

Experience: Mr. Calado has, among others, served as a member of the Board of Directors of Aveleda S.A. and OutSystems S.A. He has been President of iMAX Diagnostic Imaging Business Unit, Vice President of Hovione S.A., Vice President and CFO of Hovione S.A. Additionally, Mr. Calado has held various positions at PepsiCo, Inc. including Vice President and CFO of PepsiCo Foods International.

Other current positions of trust: Mr. Calado is the President of Gamcal LLC, Chairman of the Board of Directors of Wygroup, S.A, Chairman of the Supervisory Board of OutSystems S.A. and a member of the Board of Directors of HNI Corporation. Holdings in the company: 39,794 shares and 380,000 stock options, entitling to same amount of shares in the company.

Mads Laustsen, Board Member, born 1957. Danish citizen. Member of the Board of Directors since 2019. Independent of the company and significant shareholders.

Education: Bachelor of Science degree in biochemical engineering from the Danish Technical University.

Experience: Mr. Laustsen has, among others, served as Chief Manufacturing Officer of Symphogen A/S, Chief Science Officer and member of the Board of Directors of CMC Biologics A/S (now AGC Biologics A/S), and CEO of CMC Biologics A/S. Other current positions of trust: Mr. Laustsen is the co-founder and CEO of Bactolife ApS and member of the Board of Directors of Synklino ApS.

Holdings in the company: 12,181 shares and 300,000 stock options, entitling to same amount of shares in the company.

Albert Hæggström, Board Member, born 1971. Finnish citi- zen. Member of the Board of Directors since 2015, CFO and a member of the Management Team since 2018. Not independent of the company nor significant shareholders.

Education: Bachelor of Science degree in economics from Hanken School of Economics in Helsinki.

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Experience: Mr. Hæggström has more than 20 years' experience within finance and investing. Prior roles include senior positions at Alfred Berg, BNP Paribas, Nordea and SEB.

Other current positions of trust: Mr. Hæggström is CFO and a member of the Management Team of Nanoform. Holdings in the company: 701,135 shares and 500,000 stock options, entitling to same amount of shares in the company.

Jeanne Thoma, Board Member, born 1959. US and Irish citi- zen. Member of the Board of Directors since 2021. Independent of the company and significant shareholders.

Education: Master of Business Administration from Fairleigh Dickinson University (US) and Bachelor of Science from Mont- clair State University (US).

Experience: Ms. Thoma has, among others, served as President and CEO of SPI Pharma Inc, COO and President Microbial Control of Lonza AG and various leadership positions in the Pharmaceutical Ingredients business of BASF Corp.

Other current positions of trust: Ms. Thoma serves as independent director on the boards of ANI Pharmaceuticals Inc., Avid Bioservices Inc. and Vectura Group Plc. Jeanne has served two four-year terms on the Board of Directors for DCAT (Drug, Chemical & Associated Technologies Association, Inc.) and she currently serves as a member of the Board of Advisors to DCAT.

Holdings in the company: 12,181 shares 38 630 stock options, entitling to same amount of shares in the company.

Board members are elected by the General Meeting for the period until the end of the next Annual General Meeting.

Pursuant to the company's Articles of Association, the Board consist of at least three members and no more than six members. As required by the Finnish Corporate Governance Code, the majority of the directors shall be independent of the Company and at least two directors shall also be independent of the Company and of the significant shareholders of the Company. The Company fulfils the independence requirements of the Board of Directors set out by the Finnish Corporate Governance Code.

Diversity supports the overall goal that the Board of Directors has optimal competence profile to support the Company's existing and future business and is conceived as an integral part and a success factor enabling the achievement of the Company's strategic and operational goals. Important factors for the Company are the mutually complementary expertise of the members, their education and experience in different professional areas and industrial sectors, businesses in various stages of development, leadership experience, and personal capabilities.

Nanoform's objective is to ensure representation of both genders in the Board of Directors. As means to achieve the aforesaid objective, the Board of Directors seeks to include representatives of both genders in the directors' candidates search and evaluation process.

The Board of Directors consists of four ordinary members, including the Chair of the Board of Directors, all of whom

are elected for the period up until the end of the Annual General Meeting 2023.

The Board of Directors has adopted a Charter governing its work, the main contents of which is:

The Board of Directors adheres to its Charter that is assessed and if necessary, updated annually. The rules of procedure govern, among other things, duties of the Board of Directors and its members, the convening and protocol of the Board meetings, and the committees and working groups of the Board of Directors.

In addition to the statutory duties, the Board of Directors discusses matters that are significant to and which have a long-term impact on the extent and quality of the operations of the Company and the Nanoform group, such as long-term vision and strategic goals, assessment of the Company's and CEO's performance, legal and regulatory compliance and budgets, strategically and financially important investments and other significant transactions.

The Board of Director meets in accordance with an annual schedule and no less than six board meetings shall be held each year. In addition, additional board meetings can be convened as necessary and the Board may decide on matters without convening an actual meeting as well. In addition to the Board meetings, the Chair of the Board and the CEO have a continuous dialogue regarding the management of the Company.

The Annual General Meeting on 12 April 2022 elected Miguel Calado (chairperson), Jeanne Thoma (member), Albert Haeggström (member) and Mads Laustsen (member) to the Board of Directors.

During the financial year 2022, the Board of Directors has convened to 17 meetings.

2.2 Composition and operation of the committees of the Board of Directors

Currently, one permanent committee, the Audit and Compensation Committee, has been established to assist the Board of Directors. The Board of Directors has adopted rules of procedure for the Committee and elects the Committee members as well as appoints the Chair of the Committee. The main content of the Committee charter is as follows:

The Audit and Compensation Committee assists the Board of Directors by concentrating on issues relating to financial reporting and control, as well as the remuneration of the Board of Directors, the CEO and the management. The duties of the Audit and Compensation Committee are, among ­others, to monitor the Company's financial reporting, monitor the Company's internal controls, internal auditing and risk management, keep informed of the auditing of the financial statements, and review and monitor the impartiality and independence of the auditor as well as prepare proposals for the remuneration of the members of the Board of Directors, prepare proposals for the overall compensation and objectives of the CEO and review and prepare matters related to the Company's overall compensation and incentive structure.

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NANOFORM 2022

Nanoform's Audit and Compensation Committee is comprised of three members, Miguel Calado, the Chairman, as well as Mads Laustsen and Jeanne Thoma, both members. All three members are independent from both the Company and its significant shareholders.

During the financial year 2022, Nanoform's Audit and Compensation Committee has convened to 7 meetings. Each member has participated in each meeting.

2.3 Shareholder's nomination board

The Company's general meeting has not established a shareholders' nomination board to carry out preparatory work on the election of directors.

2.4 Supervisory board

The Company currently has no Supervisory Board.

2.5 Managing director and his duties

The Board of Directors appoints the CEO and decides on the CEO's remuneration and other benefits. The current CEO is Dr. Edward Haeggström. Dr. Haeggström is born 1969, a Finn- ish citizen and co-founder of the Company. Dr. Haeggström has been CEO and member of the Management Team of the Company since 2015. Dr. Haeggström has a Ph.D. degree in applied physics from the University of Helsinki and a Master of Business Administration degree in innovation management from Helsinki University of Technology.

The CEO is responsible for managing and controlling the Company's business and day-to-day operations with the aim of securing significant, sustained increase in the value of the company for its shareholders in line with Nanoform's strategy.

The CEO prepares matters for decision by the Board of Directors and implements the decisions of the Board. The CEO reports to the Board of Directors.

2.6 Management team

The Company's Chief of Business Operations and member of the Management Team Gonçalo Andrade left the respective roles on August 31st, 2022.

Composition of the Management Team:

Edward Hæggström, CEO, born 1969. Finnish citizen. Co-­ founder of Nanoform, CEO and a member of the Management Team since 2015.

Education: Ph.D. degree in applied physics from the University of Helsinki and a Master of Business Administration degree in innovation management from Helsinki University of Technology.

Experience: Dr. Hæggström­ has, among others, been a professor at the University of Helsinki and Head of the Electronics Research Laboratory within the Department of Physics. He has previously held the role of visiting professor of physics at Harvard Medical School, visiting scholar (assistant pro- fessor) of physics at Stanford University and project leader at the CERN.

Other current positions of trust: Dr. Hæggström is scientific advisor and the Chairman of the Board of Directors of Gluco­ Modicum Oy.

Holdings in the company: 5,409,405 shares and 0 stock options, entitling to same amount of shares in the company.

Albert Hæggström, Chief Financial Officer, born 1971. Finnish citizen. CFO and a member of the Management Team since 2018. Member of the Board of Directors since 2015 Education: Bachelor of Science degree in economics from Hanken School of Economics in Helsinki.

Experience: Mr. Hæggström has more than 20 years' experience within finance and investing. Prior roles include senior positions at Alfred Berg, BNP Paribas, Nordea and SEB.

Other current positions of trust: [-]

Holdings in the company: 701,135 shares and 500,000 stock options, entitling to same amount of shares in the company.

Gonçalo Andrade, Chief of Business Operations (until August 31st, 2022), born 1978. Portuguese citizen. Chief of Business Operations and a member of the Management Team since 2019.

Education: Ph.D. in biochemistry from Ludwig-Maximilians Universität München and Master of Business Administration from the Catholic University of Portugal.

Experience: Dr. Andrade has served as a member of the Boards of Directors of Senzer Limited, SolasCure Limited, Adapttech Limited, Adapttech S.A., Performetric S.A. and Laserleap S.A.. He was a founding member and member of the management team of Hovione Capital SCR and has, among others, held positions as General Manager at Hovione Capital SCR, Business Development Manager at Hovione Far- maciencia SA, Innovation Unit Manager and Drug Discovery Unit Leader at Bioalvo S.A. and in several scientific research roles at Elan Pharmaceuticals.

Other current positions of trust: Dr. Andrade is the owner of Gafra Limitada.

Holdings in the company: 100,000 shares and 200,000 stock options, entitling to same amount of shares in the company.

Antonio Da Silva, Chief of Business Operations (as of January 1st, 2023), born 1974. Portuguese citizen. Chief of Business Operations and a member of the Management Team since January 2023.

Education: Degree in Chemistry from Lisbon University, Faculty of Sciences, Master's degree in Quality from the University Aberta of Lisbon.

Experience: Antonio Da Silva has has an extensive background in the CDMO and particle engineering space, having worked for 19 years at Hovione, where he took part in several pharmaceutical product launches. Antonio has been with Nanoform since 2019 when he joined as Director, Quality Control.

Other current positions of trust: [-]

Holdings in the company as of the date of this statement: 24,500 shares and 121,000 stock options, entitling to same amount of shares in the company.

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NANOFORM 2022

Christian Jones, Chief Commercial Officer, born 1980. Brit- ish citizen. Chief Commercial Officer and a member of the Management Team since 2018.

Education: Master of Chemistry degree from the University of Leeds. Fellow of the Royal Society of Chemistry. Experience: Mr. Jones has served as Commercial Director, Innovator Pharma Products and Solutions at Johnson Mat- they Plc and was a member of the Senior Leadership Team for the Global Health Sector. Prior to this he was Head of Asia Pacific Sales and member of the Senior Leadership Team at Dr. Reddy's Global Custom Pharma Solutions business after holding the roles of Associate Director and Manager of Sales and Business Development, Europe. His first commercial role was at Prosonix Ltd, where he led global business development for their proprietary particle engineering technology. Prosonix was later sold to Circassia for £100M.

Other current positions of trust: Mr. Jones is a Member of the Industry and Technology Division Council for the Royal Society of Chemistry and serves on the Advisory Board of Pharma Integrates and Bio Integrates Conferences.

Holdings in the company: 300,000 stock options, entitling to same amount of shares in the company.

Niklas Sandler, Chief Technology Officer, born 1972. Finnish citizen. Chief Technology Officer and member of the Management Team since 2019.

Education: Master of Science and Ph.D. degrees in pharmaceutical technology from the University of Helsinki. Experience: Dr. Sandler has served as member of the Board of Directors of Åbo Akademi Foundation Research Institute and member of the Leadership Team of Åbo Akademi Univer- sity. In addition, he has, among others, held the positions of Vice Rector for Research Affairs at Åbo Akademi University, Professor in Pharmaceutical Technology at Åbo Akademi Uni- versity, Professor in Industrial Pharmacy at the University of Helsinki, Senior Scientist in Pharmaceutical and Analytical Research and Development at AstraZeneca.

Other current positions of trust: Dr. Sandler is Chairman of the Board of the Finnish Pharmaceutical Society, member of the Board of Directors of the Sigrid Juselius Foundation, the Orion Research Foundation, Intelligent Pharmaceutics Oy and SAY Group Oy. In addition, he is the owner, CEO and member of the Board of Directors of Superman Holding Ltd. Holdings in the company: 43,000 shares and 225,000 stock options, entitling to same amount of shares in the company.

David Rowe, Head of Manufacturing, born 1967. British citi- zen. Head of Manufacturing and a member of the Management Team since 2019.

Education: Ph.D. degree in Chemistry from the University of Edinburgh.

Experience: Dr. Rowe has held several positions at Glax- oSmithKline plc including Particle Size Reduction Lead, Platform Expert in the Size Reduction Centre of Excellence, Platform Expert in Micronization & Blending Technologies,

Operations Support Manager, Production Projects Manager, Production Team Manager, Improvement Support Manager and Process Chemist at GlaxoSmithKline plc.

Other current positions of trust: [-]

Holdings in the company: 290,000 stock options, entitling to same amount of shares in the company.

Johanna Tuomisto, Director of Human Resources, born 1966. Finnish citizen. Director of Human Resources at Nanoform and member of the Management Team since 2021.

Education: Master of Laws (LL.M.) degree from the University of Helsinki, Certified Business Coach.

Experience: Mrs Tuomisto held the position of HR Director, Finland at Thermo Fisher Scientific for over 5 years. She has also previously served as Senior Vice President, Administration at Finnvera Oyj, and as Legal & HR Director and Partner at Evli Bank Plc, among other roles.

Other current positions of trust: [-]

Holdings in the company: 50,000 stock options, entitling to same amount of shares in the company.

Peter Hänninen, General Counsel, born 1988. Finnish citizen. Nanoform's General Counsel and member of the Management Team since September 2020.

Education: Master of Law degree from the University of Helsinki.

Experience: Peter Hänninen has previously served as an attorney in private practice with Borenius Attorneys. In this role, he focused on advising clients in technology, data protection, and general corporate law, with a particular focus on the life science and healthtech sectors. He also held the position of Legal Counsel at the University of Helsinki.

Other current positions of trust: Peter Hänninen has been a Secretary of the Board of Directors at Nanoform since 2015 and a Member of the Board of Directors at Do Company Oy since 2019.

Holdings in the company: 103,125 shares and 330,000 stock options, entitlement to an equal amount of shares in the company.

The Company's Director of Quality Control Antonio Da Silva was appointed as the Company's Chief of Business Operations and member of the Management Team as of January 1st, 2023.

The Company's Chief Technology Officer and member of the Management Team Niklas Sandler left the respective roles as of January 1st, 2023. No replacement for the Chief Technology Officer was nominated.

The Management Team currently consists of the CEO, Chief Financial Officer, Chief of Business Operations, Chief Commercial Officer, Head of Manufacturing, General Coun- sel, and Director of Human Resources.

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