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The Board of Directors and CEO

Board of Directors

The Annual General Meeting on December 12, 2011, confirmed that the Board shall have four members. Rainer Häggblom, Reijo Järvinen, Topi Karppanen, and Mikko Vaahto were selected for the Board. The Board elected Reijo Järvinen as chairman and Rainer Häggblom as vice-chairman.

Information about Board members

Reijo Järvinen, b. 1948, M.Sc.(Chem.)

Attorneys Krogerus Oy, Senior Advisor

Chairman and member of the Vaahto Group Plc Oyj Board of Directors since 2010

Previous work experience:

Finnvera Oyj, regional director

Most significant positions of trust:

PHP Holding Oy, member of the board

PHP Liiketoiminta Oyj, member of the board

Lahden Autokori Oy, member of the board

Vice-Chairman Rainer Häggblom, b. 1956, M.Sc.(For.), M.Sc.(Econ. and Business Adm.)

Vision Hunters Ltd. Oy, chairman and founder

Member and vice-chairman of the Vaahto Group Plc Oyj Board of Directors since 2010

Previous work experience:

Pöyry Forest Industry Consulting Oy, CEO and chairman of the board

Most significant positions of trust:

The Forest Company Ltd., UK, chairman of the board

Preseco Oy, finland, member of the board

Topi Karppanen, b. 1956, M.Sc.(Tech.)

Coninor Ltd, Managing Partner

IMP Industrial Marketing Ltd, Managing Partner

Previous work experience:

Larox Oyj and Larox Group, President & CEO, 2000-2009

Larox Oyj and Larox Group, Executive Vice President, Marketing & Sales, 1991-2000

Mikko Vaahto, b. 1963, with vocational qualifications in business and administration

Member of the Vaahto Group Plc Oyj Board of Directors since 1994

Board member Mikko Vaahto, is also a major shareholder of the company. Other members of the Board do not own any of the company’s shares, nor do they have interdependence with the company in any other way.

Compensation of Board members

The compensation for Board members is determined each year by the Annual General Meeting. The Board members have not received shares in the company as compensation. The company currently has no stock option plan.

The Annual General Meeting of December 12, 2011, decided to pay Board members the following attendance fees as annual compensation amounts: 26,000 euros to the chairman of the Board and 19,000 euros to each of the members.

The Annual General Meeting of December 14, 2010, decided to pay Board members the following attendance fees as annual compensation amounts: 26,000 euros to the chairman of the Board and 19,000 euros to each of the members.

In addition, Board members are entitled to a per diem and travel allowance in accordance with the Group’s general travel regulations. No attendance fees are paid to persons employed by Vaahto Group for membership of a subsidiary’s board of directors.

Fees paid to Board members in the 2010–2011 financial year for Board duties:

Reijo Järvinen, puheenjohtaja 14.12.2010-31.8.2011 23,667 euros

Seppo Jaatinen, puheenjohtaja 1.9.2009-14.12.2010 8,667 euros

Rainer Häggblom 19,000 euros

Topi Karppanen 12,667 euros

Martti Unkuri 6,333 euros

Antti Vaahto 12,567 euros

Mikko Vaahto 19,000 euros

Activities of the Board

The Board of Directors of the parent company, which also acts as that of the Group, is responsible for the Group’s administration and appropriate operation, and it decides on issues that are highly significant in light of the scope of the Group’s operations.

Some of the key responsibilities of the Board are to

confirm the Group’s strategy and objectives, monitor their implementation, and commence corrective measures if these should be necessary
decide on significant investments as well as acquisitions and real-estate transactions
handle and approve the interim management statements, interim reports, and financial statements
decide on the Group’s financial policies and financing methods
approve the dividend policy and make a proposal to the AGM concerning distribution of dividends
be in charge of arrangement of the Group’s risk management and internal monitoring
appoint and relieve the CEO, and decide on the terms of the CEO’s employment
confirm the Group’s strategy and decide on the central principles governing the Group’s compensation system

The Board of Directors regularly evaluates its own activities and work methods.

Issues are handled at Board meetings in accordance with an agenda prepared for each meeting. The Group’s chief executive officer acts as secretary of the Board. The minutes of each Board meeting are commented upon and accepted at the next meeting.

The Board meets regularly, once a month, and at other times, if necessary. During the 2010–2011 fiscal period, the Board met 18 times. There was 97% attendance by the Board members.

The presenter at Board meetings is the company’s CEO or one of the Group’s personnel authorized by the CEO. The CEO is responsible for providing the Board with sufficient information for assessing the Group’s operations and financial situation. The CEO is also responsible for implementing the Board’s decisions and reports on this to the Board.

The Board members are obliged to provide the Board with sufficient information for assessment of their qualifications and level of independence and to report any changes to this information.

Board committees

The Board has no committees.

Supervisory Board

The company has no Supervisory Board.

CEO

Vaahto Group Plc Oyj's CEO has been Anssi Klinga after May 1, 2009.

Information about the CEO

Anssi Klinga, b. 1965, M.Sc. (Econ.)

Vaahto Group Plc Oyj, CEO 2009 -

Previous work experience:

Vaahto Group Plc Oyj, CFO in 2004 – 2009

Eimo Oyj, CFO

Rautaruukki Oyj, CFO

Componenta Oyj, CFO

Suomen Unilever Oy, Financial Manager

Compensation of the CEO

The CEO’s salary and other financial benefits are decided by the Board. The Group currently has no stock option plan.

No special conditions for retirement or pension benefits have been specified for the members of the Group's management. According to the employment contract of CEO Anssi Klinga, both the company and the CEO are entitled to terminate the contract without any particular reason. In such a case, the period of notice on either side is three months. If the company terminates the contract, the CEO will be paid a sum of money corresponding to the total salary for 12 months in addition to the salary paid during the period of notice.

Salaries and fees paid to the CEO for the 2010–2011 fiscal year:

Anssi Klinga 216,249 euros

Salaries and fees paid to the CEO for the fiscal year 2010-2011 don't include variable items.

Reijo Järvinen