Administration 2014

Board of Directors

Until 21 March 2014, the Board of Directors consisted of Chairman Riku Aalto and Vice Chairman Risto Murto, with Tomi Aimonen, Matti Harjuniemi, Olli Luukkainen, Antti Rinne, Jan-Erik Saarinen and Ann Selin as members.

For the term beginning on 21 March 2014, Riku Aalto was re-elected Chairman. Tomi Aimonen, Matti Harjuniemi, Olli Luukkainen, Antti Rinne, Reima Rytsölä, Jan-Erik Saarinen and Ann Selin were elected as members. The Board chose Tomi Aimonen as Vice Chairman. Antti Rinne resigned from VVO-group plc's Board of Directors on 24 May 2014.

Board committees

The Board of Directors has two committees: the Remuneration Committee and the Audit Committee.

Until 21 March 2014, the Remuneration Committee was chaired by Riku Aalto and included Risto Murto and Ann Selin as members. As of 21 March 2014, the Remuneration Committee was chaired by Riku Aalto and included Tomi Aimonen and Ann Selin as members.

Until 21 March 2014, the Audit Committee was chaired by Riku Aalto and included Tomi Aimonen and Matti Harjuniemi as members. As of 21 March 2014, the Audit Committee was chaired by Riku Aalto and included Matti Harjuniemi and Reima Rytsölä as members.

Nomination Committee

Until 21 March 2014, the Nomination Committee was chaired by Jarkko Eloranta and included Timo Ritakallio, Petri Lindroos and Ville-Veikko Laukkanen as members. As of 21 March 2014, the Nomination Committee was chaired by Jarkko Eloranta and included Timo Ritakallio, Pasi Pesonen and Ville-Veikko Laukkanen as members.

CEO

Jani Nieminen, M.Sc. (Tech.), MBA was CEO. The CEO's deputy was CFO Raimo Vehkaluoto, M.Sc. (Econ.).

Management Group

The VVO Group Management Group consisted of CEO Jani Nieminen (Chairman), CFO Raimo Vehkaluoto, Customer Director Juha Heino, Investment Director Mikko Suominen, Real Estate Development Director Kim Jolkkonen, Marketing & Communications Director Irene Kantor, and ICT & Development Director Mikko Pöyry. At the CEO's discretion, Tiina Heinonen, the Group's legal counsel, and Jouni Heikkinen, the company's internal auditor, may also attend Management Group meetings.

Auditor

VVO's auditor is KPMG Oy Ab, with APA Kai Salli as the principal auditor.

Annual General Meeting

The Annual General Meeting was held on 21 March 2014. The following matters were on the agenda for the Annual General Meeting, as specified in section 12 of the Articles of Association:

• The financial statement and consolidated financial statement for 2013 were confirmed.
• A decision was taken to pay a dividend of EUR 2.20 per Series A share, totalling EUR 16,285,632.00, on 4 April 2014.
• The members of the Board of Directors and the CEO were discharged from liability for the financial year ending on 31 December 2013.
• The AGM confirmed the attendance allowance for Board meetings as EUR 600 per meeting and set the following annual fees for the term beginning 21 March 2014: EUR 20,000 for the Chairman, EUR 11,000 for the Deputy Chairman, and EUR 8,000 for each of the members.
• The following were elected as members of the Board of Directors for the term beginning on 21 March 2014:

• Aalto, Riku (Chairman)
• Aimonen, Tomi
• Harjuniemi, Matti
• Luukkainen, Olli
• Rinne, Antti
• Rytsölä, Reima
• Saarinen, Jan-Erik
• Selin, Ann

• KPMG Oy Ab was elected auditor, with APA Kai Salli as the principal auditor.

The following items were also discussed by the AGM:

• An updated proposal by the company’s Board of Directors dated 27 February 2014: to authorise the Board to decide within one year of the AGM on one or several share issues and/or issuing a convertible bond as specified in chapter 10 section 1(2) of the Limited Liability Companies Act, with a maximum of 1,480,512 new Series A shares in the company to be issued in the share issue or subscribed to with the convertible bond, and with a maximum of 600,978 Series A shares currently held by the company itself to be transferred in a share issue.
• A proposal to the AGM concerning the Nomination Committee, made by shareholders jointly holding 50.62 per cent of the company's shares: One of the Committee's responsibilities is to prepare an AGM proposal on the election of members of the Board and their fees. The term of the Nomination Committee lasts until the end of the next Annual General Meeting.
• The following were elected to the Nomination Committee:

• Jarkko Eloranta, Chairman, Trade Union for the Public and Welfare Sectors
• Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company
• Pasi Pesonen, President, Trade Union of Education in Finland OAJ as of 21 March 2014
• Ville-Veikko Laukkanen, Director, Varma Mutual Pension Insurance Company

The Chairman of the Board, Riku Aalto, also has the right to attend the meetings.