The Board of Directors' Rules of Procedure

The purpose of this document is to specify the information included in the principles of Mint of Finland's Corporate Governance.

The board of directors' activities includes decisions made in the board of director meetings, and the continuous control and management of the company's affairs as required by corporate law throughout their term of office. The board of directors shall ensure that the decisions made by the company management reflect the company's interests and foment an increase in the company's value, and that the company's shareholders receive equal treatment.

Main Duties of the Board of Directors

1. Appointing the CEO;

2. Defining and confirming the company's long-term objectives and the main strategies required for achieving them, and a regular revision to ensure they are up-to-date;

3. Condoning business-specific action, investment and finance plans concerning the fiscal year and monitoring follow-up of reports on these matters;

4. Ensuring that the group and its companies prepare the appropriate external financial statements as required by law.

• appointing and dismissing the company's CEO, making decisions on the CEO's salary benefits and on appointing the immediate subordinate employees of the management group and the CEO, dismissing them, and on salary matters,
• approving fields of business activities and main duties,
• monitoring the progress in the personnel's know-how,
• making decisions on the general principles of the group's incentive system.

5. Accepting action policies and monitoring their implementation. Reports include matters which the board of directors have subjected to reporting when accepting an action policy.

6. Organising internal inspection activities and making inspection plans in conjunction with the CEO. Monitoring the external auditor's reports and carrying out the measures deemed necessary according to the reports in conjunction with the CEO.

7. Company acquisitions and sales;

• defining a company acquisition strategy (joint ventures included), which
• specify the limitations (e.g. trade price) within which the CEO, when required
• has the authorisation to sign a pre-contract with another party, so that
• the final contract requires the approval of the board of directors,
• approving the timing for announcing each company transaction,
• approving all final company transactions on grounds of an investment presentation
• made by the operative management once the economic grounds of the deal
• the contents of the due diligence account and the impact of matters related to competition law, and
• the terms of the deed are clear.

8. Making decisions on significant investments, property conveyance and financial arrangements (loans, mortgages, pledges).

• The board of directors shall confirm the annual investment plan. Investments exceeding €200,000 must be separately discussed by the board of directors before the investments are made. Investments exceeding €100,000 that are not included in the investment plan must be discussed and accepted by the board of directors.

9. Making decisions on significant business expansions and limitations;

10. Authorising the CEO's activities, which are not included in those of the current management, when such activities are required. The authorisation may concern a specific action or be of a more general and permanent nature.

11. Making an annual estimate of the board of directions' activities and working methods.

12. Ensuring that documents included in the principles of Mint of Finland's Corporate Governance are up-to-date, and updating them when required.

13. Creating the organisational structure necessary for the company's activities and securing the organisation's activities;

The board of directors mainly bases its decisions on written, justified draft decisions, which are prepared by the CEO

The board of directors appoints a secretary to take minutes at the board of directors' meetings.

In addition to the above information, the Public Limited Company Act includes several special provisions stating that certain activities are included in the duties of the board of directors or its members.

Convening of Meetings and the Power of Decision

The chairman of the board of directors shall ensure that the board of directors is convened when required, but at least six times a year. Whenever possible, meetings are held at different offices of the group. Each member of the board of directors and the CEO may request that the board of directors is convened. The reason for convening a meeting may be an individualised matter concerning the board of directors or simply the need to receive and account for the state and activities of the company. If the chairman does not or cannot convene the board of directors, other members of the board of directors can be authorised to do so and, to prevent an impending loss to the company, can even be bound to convene the board of directors. By mutual agreement, telephone conferences can be held as well.

The board of directors has a quorum, when more than a half of its members are present. Quorum requires that whenever possible, all members of the board of directors are given an opportunity to participate in the discussion before the decision is made. In practice, it is not always possible to inform all members of the board of directors of a board meeting, for instance due to lengthy trips abroad. Even if the meeting notification could not be delivered to a member of the board of directors, the meeting can be held, and the necessary decision can be made.

Due to the collegial nature of the public limited company's board of directors, each member must take a stand on issues as decisions are made on them at the meeting. Members are prohibited from abstaining from a vote for a reason other than incapacity. Recording a divergent opinion in the minutes is not always sufficient to release the person concerned from his/her responsibility. The members who expressed a divergent opinion recorded in the minutes to avoid responsibility may also have the obligation to notify the general meeting of e.g. a decision they considered illegal or, as a last resort, to resign from the company's board of directors. The CEO also has the right to express a divergent opinion recorded in the minutes.

The Minutes

The board of director meetings are recorded in the minutes, which will be signed by the chairman of the meeting and one member of the board of directors. The minutes will be held in the form of short Minutes and Decisions. When dealing with important issues, the main justifications for the decision are recorded in the minutes as well. The minutes are numbered consecutively and permanently stored in the company's main office.

The CEO's duties

The CEO's duties include the day-to-day management of the company as required by law and the rules and instructions of the company.

Day-to-day management refers to the ordinary, recurring functions within the company's line of business. The CEO's main duties include the following:

• Decisions on the investments, expenses, property conveyance and financial arrangements of the group's companies, which, according to the information above, do not depend on the decisions of the board of directors or on other regulations included in the group's other instructions;
• Planning, managing and monitoring the company's business activities;
• Managing the recruitment of personnel whose employment does not depend on the board of directors' power of decision in the way described above;
• Managing ordinary purchase and client contracts;
• Preparing and presenting the functions of the company's top bodies and implementing decisions.

Day-to-day management does not include activities deemed unusual or far-reaching with regard to the scope and quality of the company's activities.

The board of directors always has the right and, when the company's interest so requires, the obligation to give instructions and orders to the CEO. The CEO has the obligation to follow the instructions received regardless of whether they are separate instructions on individual cases or general, permanent orders. The instructions may be oral or written.

The CEO has the obligation to inform the company's board of directors on important matters related to the company's activities, such as sales development, significant changes in liquidity and profitability, significant credit losses and important contracts, such as purchase contracts.

The board of directors can authorise the CEO's activities that are not included in day-to-day management. The authorisation may concern a specific action or be of a more general and permanent nature. The authorisation will be given in writing or recorded in the minutes at a meeting of the board of directors. However, the authorisation may never apply to activities which are included in the duties of the board of directors either by law or according to the provisions of the company's statute.

The Public Limited Company Act includes special provisions on the CEO's duties and position.

Urgent measures

The CEO has the right to take unusual or far-reaching measures if waiting for the board of directors' decision would significantly affect to the company's activities. The CEO may have the right to take such urgent measures because quorum cannot be met at a board meeting within a reasonable timeframe due to reasons such as a member's resignation, illness or death. The CEO's competence may also be extended to unusual and far-reaching measures in cases when quorum is reached at a meeting but the board cannot make a decision on the situation due to reasons such as differences among the members. The CEO must inform the board of directors of such measures as soon and possible, and when possible, should also inform the members of the board of directors present of such measures as they are being taken.