Corporate governance

Corporate Governance of Apetit Plc

The main components in the Apetit Plc (“Apetit” or “the company”) chain of control are as follows:

  • Shareholders’ meeting
  • Auditors
  • Supervisory Board
  • Board of Directors
  • CEO
  • Corporate Management
  • Operating organisation

The roles and responsibilities pertaining to each of the components in the chain of control are described in these guidelines. Seamless cooperation between the components in the chain of control is essential for the success of Apetit Plc and for ensuring growth in shareholder value. The Board of Directors and the operating organisation’s management occupy a critical position and bear the primary responsibility for developing Apetit Plc and increasing the shareholder value.

Group structure

The Apetit Group comprises Apetit Plc and its subsidiaries. The most significant subsidiaries are Apetit Ruoka Oy and Apetit Kasviöljy Oy.

Applicable provisions

Apetit is a Finnish public limited liability company, whose decision-making and governance adhere to the Finnish Limited Liability Companies Act (“Limited Liability Companies Act”), other regulations applicable to publicly listed companies, the company’s Articles of Association and the rules of procedure of the company’s Supervisory Board, Board of Directors and its Committees. Furthermore, the company complies with Nasdaq Helsinki Ltd’s rules and guidelines and the Finnish Corporate Governance Code (“Corporate Governance Code”) approved by the Securities Market Association, which entered into force on 1 January 2020.

Deviation from the Corporate Governance Code

The company deviates recommendation 5 (concerning the election of the members of the Board) and recommendation 15 concerning the number of members of Audit Committee. The procedure for electing the company’s board deviates from the procedure according to the Corporate Governance Code. Under Apetit Plc’s Articles of Association the Supervisory Board elects the members of the Board based on the proposals of the Nomination Committee and decides on their remuneration, according to the remuneration policy (“Remuneration Policy”) presented to the Annual General Meeting. The company has chosen to deviate from the recommendation because the Supervisory Board, as the body that oversees the company’s Board of Directors, is best placed to assess the composition of the Board of Directors and the attributes required of Board members. According to recommendation 15 of the Corporate Governance Code, the number of committee members should be at least three. Given the size of the company, the number of members of the Board of Directors and the division of labor between the Board of Directors and the Audit Committee, the Board of Directors has appropriately considered that the Audit Committee consists of two members.

General meeting

Apetit Plc’s highest decision-making authority is exercised by its shareholders at a general meeting of shareholders, which is convened at the invitation of the company’s Board of Directors. General meetings are either Annual General Meetings or Extraordinary General Meetings.

The Annual General Meeting is held each year before the end of May at a time specified by the Board of Directors. The issues to be dealt with at an Annual General Meeting, as set out in the Articles of Association, are discussed at the meeting, together with any other proposals put to the general meeting. The Annual General Meeting is usually held in March or April.

If necessary, an Extraordinary General Meeting will convene to discuss a specific proposal that has been put to a General Meeting. An Extraordinary General Meeting is to be held at the request of shareholders if the ownership share of the shareholders who made the proposal regarding a specific issue adds up to at least 10% of the company’s shares.

Invitation to general meeting

Shareholders are invited to general meetings with an invitation, containing a proposed agenda for the meeting, that is published on the company’s web pages at the earliest two months and at the latest 21 days before the meeting. In addition to this, the invitation and the Board of Directors’ proposals to be put to the general meeting are published in a stock exchange release and, if so decided by the Board of Directors, in at least one national newspaper determined by the Board of Directors. The total number of shares and voting rights on the date of the invitation, the documents to be submitted to the general meeting and other items on the agenda of the general meeting are also given on the company website.

Right to place an item on a general meeting’s agenda

Each shareholder has the right to place an item of concern to the general meeting, as laid down in the Limited Liability Companies Act, on the agenda for discussion at the meeting, provided that the shareholder requests this in sufficient time for the item to be included in the invitation to the meeting. The date by which shareholders must notify such a request to the Board of Directors will be given in good time on the company’s website, however, no later than the end of the fiscal year preceding the annual general meeting.

Attending a meeting

In order to attend a general meeting, shareholders must notify the company of their attendance in advance by the date specified in the invitation. A shareholder may attend the shareholders’ meeting in person or may authorise a proxy to attend. A shareholder or proxy may also have an assistant at the meeting. Minutes of the meeting are drawn up and made available to the shareholders on the company website within two weeks of the meeting. In addition, a stock exchange release is issued without delay after the general meeting, stating the decisions made at the general meeting.

Presence of the Board of Directors, CEO and auditor

The CEO, the Chairman of the Board of Directors and Board members must be present at a general meeting. In addition, the auditor must be present at the Annual General Meeting.

Decision-making at the general meeting

The company has one series of shares, and the shares carry equal voting rights. No single shareholder is entitled to exercise voting rights representing more than one tenth of the votes at a General Meeting. When voting, a proposal supported by more than half of the votes cast generally constitutes the General Meeting’s decision. In elections, the selection is based on the number of votes received. In the event of a tie, elections are settled by lot. In other situations, the decision shall follow the proposal supported by the Chairman. However, according to the Limited Liability Companies Act, there are several situations, such as the amendment of the Articles of Association and a decision on private placement, where the decision depends upon the qualified majority as stated in the legislation (2/3 of the votes cast and shares represented at the General Meeting).

The company’s Articles of Association do not include a redemption clause. To the knowledge of the company, there are no shareholder agreements regarding the use of voting rights in the company or any agreements that limit the renunciation of shares.

Supervisory Board

Composition and term

The company has a Supervisory Board that comprises a minimum of 14 and a maximum of 18 members elected by the General Meeting. The Supervisory Board members’ terms of office end at the close of the third Annual General Meeting following their election. In order to ensure that a third or a number closest to a third of the members’ terms ends annually, new members’ terms can exceptionally be limited to one or two years. In general, the Supervisory Board convenes three times per year.

Function of the Supervisory Board

Based on the proposals of the Nomination Committee, the Supervisory Board elects the members, chairman and vice chairman of the Board of Directors, and decides on their remuneration (which are based on Remuneration policy). The Supervisory Board is also responsible for supervising the corporate administration, issuing instructions to the Board of Directors, issuing an opinion on the Financial Statements, the Board of Directors’ report and the auditors’ report, and other duties that are prescribed for it in the Limited Liability Companies Act.

Nomination Committee of the Supervisory Board

The Supervisory Board’s Nomination Committee, which prepares the names for election to the Board of Directors, consists of two members chosen by the Annual General Meeting, the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board and the Chairman of the Board of Directors, in accordance with the Articles of Association. The Nomination Committee is chaired by the Chairman of the Supervisory Board, and in his/her absence, by the Deputy Chairman of the Supervisory Board. Based on the Remuneration Policy, The Nomination Committee is tasked with preparing proposals for i) the General Meeting on the remuneration of Supervisory Board members and ii) the Supervisory Board on the number of members of the Board of Directors, the names of the members and the Chairman and Deputy Chairman of the Board of Directors as well as the remuneration payable to them. The Committee’s tasks also include searching for successor candidates to replace members of the Board of Directors, as necessary. The Committee shall ask shareholders with significant voting power for their views concerning the proposals being put to the Supervisory Board.

Board of Directors

Procedure for electing the Board of Directors

Proposals for the composition of the Board of Directors and concerning the remuneration to be paid to the members of the Board of Directors are submitted by the Supervisory Board’s Nomination Committee.

Composition and term

In accordance with the Articles of Association, Apetit Plc’s Board of Directors consists of a minimum of five and a maximum of seven members. The term of office of the Board of Directors ends at the close of the first Supervisory Board meeting convened following the first Annual General Meeting after the Board’s election. The composition of the Board of Directors must take into account the needs of the company’s operations and the company’s stage of development. A person elected to the Board of Directors must have the competence required for the task and have enough time to spend dealing with the task. The composition of the board must also take into account that at least one of the board members must have expertise in accounting or auditing. The Articles of Association do not limit the number of terms served by members of the Board of Directors nor is the Supervisory Board’s decision-making power in the election of members of the Board of Directors restricted in any other way.

Function of the Board of Directors

The general function of the Board of Directors is to direct the operations of the company in such a way that in the long term the amount of added value for the capital invested is maximised, while taking into account the expectations of the different stakeholders at the same time.

To support its activities, the Board has formed and confirmed the rules of procedure, which define the Board’s duties, operating methods, meeting practice and decision-making procedure.

For the purpose of performing its functions, the Board of Directors, among other things:

  • considers the Corporate Governance Statement’s description of the main aspects of the internal control and risk management systems pertaining to the financial reporting process
  • appoints and releases from duties the CEO and Deputy to the CEO, and decides on the conditions of their terms of service and incentive schemes Within the Remuneration policy
  • sets personal targets for the CEO annually and assesses their realisation
  • convenes at least once a year without the attendance of operating organisation’s management
  • holds a meeting with the auditors at least once a year
  • prepares a draft resolution on the choice of auditors for submission to the general meeting
  • assesses its own performance once a year
  • surveys the successor candidates of the Board members
  • monitors and evaluates the company’s related-party transactions and decides on such related-party transactions that are not considered to be the company’s regular business or are not carried out by conventional commercial terms.
  • confirms its rules of procedure, which are reviewed annually
  • discusses other matters proposed by the Board of Directors chairman or the CEO for inclusion in the meeting agenda. Members of the Board of Directors are also entitled to have a matter of their choosing discussed by the Board by first notifying the chairman of this.

Based on the proposals presented by the CEO, the Board of Directors, among other things:

  • confirms the company’s Code of Conduct and Operating policy, and supervises their implementation
  • confirms the company’s basic strategy and continuously monitors its validity
  • defines the company’s dividend policy and makes a proposal to the Annual general meeting on the amount of the dividend to be paid
  • approves the annual operating plan and budget on the basis of the strategy, and supervises their implementation
  • approves the total annual investment and its distribution among the business areas, and decides on large and strategically important investments, acquisitions and divestments
  • confirms the operating guidelines for the company’s internal control, ensuring annually that they are kept up-to-date
  • confirms the company’s risk management policies and principles and its risk limits
  • reviews quarterly the main risks associated with the company’s operations and the management of these risks
  • approves Interim Reports, the Board of Directors’ report and Financial Statements discussed by the Audit Committee
  • confirms the Group’s organisational structure
  • decides the remuneration systems for management and personnel, and where necessary, submits proposals to the Annual general meeting concerning the remuneration systems for management and personnel (including the Remuneration policy)
  • annually monitors issues associated with management successors and draws up the necessary conclusions
  • confirms the decisions of the CEO about the choice of the CEO’s immediate subordinates, their duties, conditions of employment and incentive plans, and
  • monitors the company’s working atmosphere and the way in which personnel cope with their tasks

Duties of the chairman of the Board of Directors

The general duty of the Board chairman is to manage the work of the Board in such a way that its tasks can be carried out as effectively and appropriately as possible. To this end, the chairman

  • ensures that the meetings entered in the Board’s meeting schedule are convened
  • ensures that the minutes of the meeting correspond to the progress of events at the meeting, and that the minutes are signed by all Board members
  • convenes extraordinary meetings of the Board of Directors as necessary
  • is responsible for the planning and efficient running of meetings
  • familiarises new members with the company’s operations
  • ensures that members have a good knowledge of the industry
  • attends to shareholder relations and conveys the wishes of shareholders to the attention of the members of the Board of Directors
  • ensures that the Board of Directors obtains sufficient information for making its decisions
  • monitors the implementation of decisions of the Board of Directors
  • attends to the assessment of the Board of Directors’ performance
  • keeps in touch with the CEO and monitors the company’s operations and its operating environment
  • keeps in touch with Board members between meetings as necessary
  • keeps in touch with the Supervisory Board chairman and presents reports to the Supervisory Board on the implementation of the company’s strategy and on the work of the Board of Directors
  • participates, as a member of the Supervisory Board’s Nomination Committee, in the formulation of proposals concerning the Board of Directors’ election and remuneration
  • is responsible for planning the work of the Board of Directors.

If the chairman is prevented from attending to these duties, the vice chairman shall attend to them to the extent separately agreed.

Evaluation of independence

The Board of Directors has carried out an evaluation of the extent to which its members are independent of the company in accordance with recommendation 10 of the Corporate Governance Code.

Member of the board Antti Korpiniemi serves as CEO of Berner Oy. Apetit Group’s subsidiaries have business cooperation with the Berner Oy. In addition, Berner Oy is a significant shareholder in Apetit Plc. Based on the above, Antti Korpiniemi is not independent of the company or its significant shareholder in accordance with the Corporate Governance Code 2020. The evaluation found that all of the other Board members are independent of the company and of significant shareholders as referred to in the Corporate Governance Code recommendation.

Decision-making

The Board of Directors shall also be obligated to act in the interest of the company and in a way that does not lend itself to providing a shareholder or any other party with an unfair advantage at the expense of the company or any other shareholder. Members of the Board shall be disqualified from taking part in the handling of any issue between a member of the Board of Directors and the company. Furthermore, members of the Board of Directors may not participate in handling an issue in the Board of Directors of the company or its subsidiary that involves a party with close ties to themselves as laid out in the Limited Liability Companies Act, and legal action does not constitute regular business of the company, or it is not carried out in conventional commercial terms. A decision regarding such agreements or other legal action shall be valid if they are supported by the required majority of those members of the Board of Directors of the company or its Finnish subsidiary who do not have close ties to the issue at hand. In voting situations, the Board of Directors’ decision shall follow the opinion of the majority. In the event of a tie, the decision shall follow the opinion supported by the Chairman. In personal elections, in the event of a tie, the selection shall be decided by lot.

Meetings of the Board and self-evaluation

The Board convenes about ten times a year. The Board has not allocated its members any specific aspects of the company’s operations for them to oversee. The Board has an Audit Committee with rules of procedure confirmed by the Board. The CEO of Apetit Plc, or another member of the corporate management assigned by the CEO, is responsible for presenting the issues to be dealt with at the Board meeting. According to the Board’s rules of procedure, the CEO is responsible for ensuring that the Board is provided with sufficient information in order for it to be able to assess the operations and financial position of the Group. The CEO also supervises the implementation of Board decisions and reports to the Board on any deficiencies or problems in their implementation. The Board secretary is the the employee responsible for the group’s legal affairs or other person decided by the board. The Board regularly evaluates its performance and working methods by carrying out a self-evaluation once a year. The results of the evaluation are submitted to the Supervisory Board for its information.

The Board’s remuneration and other benefits

The Supervisory Board decides on the Board of Directors’ remuneration and the grounds for expenses compensation every year according to the Remuneration policy. The fees for members of the Board are paid as cash compensation. Paid remunerations are stated on the company website. The remuneration report describing the implementation of the Company’s remuneration policy is available on the Company’s website for the first time from the 2020 financial year.

Audit Committee of the Board of Directors

The Board of Directors has elected an Audit Committee from among its members. The purpose of the Audit Committee is:

  • to consider the financial statements and the consolidated financial statements and the financial statement release and inspect them with the management of the company before they are considered by the Board, and to monitor and supervise the Group’s financial statement and the financial reporting process,
  • to consider the company’s Board of Directors’ report, and the company’s corporate governance statement before they are considered by the Board of Directors, and to assess their consistency with the financial statements,
  • to familiarize themselves with applicable accounting principles and management estimates used in their preparation and the auditor’s audit findings, changes in accounting policies, and their impact on the company’s financial statements and the consolidated financial statements and on the Group’s financial reporting,
  • to prepare the decisions of the Board of Directors on significant changes in the company’s accounting principles or the valuation of the Group’s assets,
  • to follow the development of the company’s and the Group’s financial situation and, together with executive management, assess the financial information published on the company and the Group,
  • to familiarize themselves with the company’s and the Group’s audit plan for the financial year and to discuss any issues raised during the audit,
  • to monitor and evaluate auditing, the level of remuneration, the resources of the auditing firm and the advisory services provided to the company by the auditing firm and the fees paid for them,
  • to evaluate the independence and any conflicts of interest of the auditors,
  • to prepare a proposal for the company’s Board of Directors to present to the annual general meeting on the appointment of the auditors and their fees, to consider and propose to the company’s Board of Directors an annual audit plan and to ensure that it covers the relevant risk areas and that cooperation with the auditors is properly organized,
  • to supervise the activities and effectiveness of internal audit, internal control and risk management, to familiarize themselves with the organization and processes of these functions, and to ensure that they have the necessary resources at their disposal,
  • to consider all key reports drawn up by internal audit, internal control and risk management,
  • to assess compliance with laws and regulations and to supervise the associated process,
  • to monitor compliance with the company’s and the Group’s corporate governance guidelines.
  • The Audit Committee may also consider any other issues and tasks assigned to it by the company’s Board of Directors.

CEO

Apetit Plc has a CEO. It is the CEO’s duty to direct the operations of the company according to the instructions and provisions issued by the Board of Directors and to inform the Board about the development of the company’s business operations and financial situation. The CEO is also responsible for the arrangement of the day-to-day management of the company and that the company’s accounts are in compliance with the law and that its financial affairs have been arranged in a reliable manner.

The CEO is primarily responsible for introducing the issues that will be dealt with at the Board meeting and responsible for drawing up the proposals for decisions. In matters the CEO considers appropriate, the CEO may also delegate these tasks to a member of the Group management. The CEO and is selected by the Board of Directors, which also decides on their salary, performance-related benefits, in accordance with the Remuneration policy, and other conditions of the terms of his/her service. The CEO’s terms of service have been agreed in writing. The CEO does not have a fixed term of office, but has been appointed for the task until further notice.

CEO’s retirement age

The retirement age for the CEO is 63.

CEO’s salary and terms of service

The salary and fringe benefits paid to the CEO are reported on the company’s website.

The period of notice for the CEO’s contract is 12 months if the company terminates the contract, and 6 months if the CEO terminates the contract.

Corporate Management

The Apetit Group has a Corporate Management, which is chaired by the CEO of Apetit Plc. Its members comprise the separately selected members of management. The Corporate Management does not exercise powers based on law or the Articles of Association.

The Corporate management is an advisory body appointed by Apetit’s CEO, whose task is to assist the CEO in the operational management of the Company’s business operations, handling group-wide development projects and group-level principles and procedures when necessary, supervising business operations and promoting group-wide development projects in accordance with the Company’s strategy and goals, managing stakeholder relations and following a unified personnel policy and remuneration practice. In addition, the task of the management team is to create group-level procedures and support risk management processes. The CEO is responsible for choosing the members of the Corporate Management. Personal details about members of the Corporate Management and their shareholding are reported on the company website.

Management remuneration and incentive plans

The remuneration and incentive plans for management are made up of monetary remuneration, fringe and pension benefits, and performance-related compensation, by which the degree of success for the year is measured. The level of these plans as a whole is compared annually with the general market level.

The Board of Directors of Apetit Plc decides, in accordance with the Remuneration policy, on the principles for the remuneration and incentive plans for the CEO and other members of the management. The Board also confirms annually the indicators to be used for the plans and their level in relation to the targets set. The indicators include key figures connected with annual budgets as well as development targets selected on a function-specific basis. The maximum amount of short-term performance-related compensation corresponds to 6 months salary in the case of the CEO, and 4 salary for other management. 

Audit

The primary purpose of the statutory auditing of the accounts is to verify that the Financial Statements provide correct and sufficient information on the Group’s results and financial position for the financial year. Apetit Plc’s financial year is the calendar year.

The auditor is responsible for inspecting the accuracy of the company’s bookkeeping and Financial Statements for the financial year and the Board of Directors’ report, and for issuing an auditors’ report to the general meeting. Under Finnish law, the auditor must also inspect the lawfulness of the company’s administration. The auditors report their observations to the Board of Directors and its Audit Committee at least once a year.

Auditor

In accordance with the Articles of Association, Apetit Plc has a minimum of two and a maximum of three auditors appointed by the Annual General Meeting. An auditor’s term ends at the close of the next Annual General Meeting following the election of the auditor. The auditors must be auditors or audit firms approved by the Central Chamber of Commerce.

Fees paid

The fees paid to the auditors are stated on the company website.

Group reporting and internal control

The achievement of financial targets is monitored by means of monthly reports which cover the entire Group. The reports compare the monthly and cumulative results with the budget, the previous year and regularly updated forecasts. Data from the monthly reports are regularly reconciled with the accounts. The Group CEO and members of the Corporate Management are issued with the reports, and the Group’s Board of Directors is issued with a summary for the Group and summaries of the data for each segment and business unit.

Internal control has been incorporated into the Group’s business operations. The Board of Directors approves the common guidelines for internal control of the entire Group and assesses at least once a year the state of the internal control. The boards of directors of Group companies are responsible for the highest level of management duties related to the internal control of their respective companies. The operating organisation’s management in each of the Group companies is responsible for the implementation of internal control and risk management in line with the pre-determined principles and operating guidelines, and for reporting on the company’s operations, risk-bearing ability and risk situation in accordance the Group’s management system. Group CFO ensures that legislation and Group guidelines are complied with. Internal Group audits are performed by an external service provider. The Group’s internal audit assesses the efficiency of internal control and identifies and reports on aspects that can be further developed. The internal audit reports its observations to the Parent Company Board of Directors and its Audit Committee. Control audits are also carried out by Group auditors as part of the annual audit programme. The auditors report their observations to the director of the unit inspected, the person in charge of financial matters, the Group’s CFO and the CEO.

Risk management

The Apetit Group has a documented and comprehensive risk management system under which all Group companies and business units regularly identify, assess and report the risks involved in their operations and the adequacy of their control and management methods. The purpose of these risk assessments, which support strategy formulation and decision-making, is to ensure that sufficient measures are taken to control the strategic, operating, financial and hazard risks.

Each year, the Apetit Plc Board of Directors confirms that the Group’s risk management policy and its risk management principles and limits are relevant and up-to-date.

The most significant risks and uncertainties are assessed annually in the Board of Directors’ report. Short-term risks and uncertainties are reported in the Interim Reports and in Financial Statement bulletins.

Governance principles of business units

The governance principles of the business units ensure that the units’ operations comply with decisions that have been taken and that the people in the various units have a clear idea of the responsibilities and powers associated with the tasks in the unit. These same principles are also applied in Apetit Plc’s Group administration and all the subsidiaries.

Directors working in the business units and Group administration must ensure that the operations and decision-making conform to agreed administrative principles. They must also ensure that operations in their business units follow the operating principles approved for them.

Decision-making and responsibility apply at a personal level. The role of the management groups and working groups is to act as bodies that prepare matters for decision-making. The delegation of powers of decision is also at a personal level.

The legal structure of the Group does not correspond to the operational structure of the Group’s business operations. The legal units comprise only the foundation for the broader legal structure of the business operations. The boards of directors of subsidiaries fully owned by the Parent Company are made up of people employed by the Group. One or more members of the Group’s Corporate Management are on the board of the major Group companies.

The companies’ activities are based on operating plans and budgets consistent with company strategy, and these are subject to approval by the company Board of Directors. The Apetit Plc Board of Directors approves the companies’ operating plans and annual plans each year. Decision-making by the company’s CEO is based not only on the Limited Liability Companies Act and the company’s Articles of Association, but also the approved operating plan and budget. The applicability of the operational management system to the company’s operating policy is verified in management reviews held twice a year. Monitoring of the targets set is based on the company’s internal reporting, made on a continuous basis.

Insider issues

The Apetit Group complies with the insider regulation in force at any given time and the insider guidelines of Nasdaq Helsinki Oy. In addition, the group has insider rules approved by the board on December 21, 2022, which supplement Nasdaq Helsinki Oy’s insider guidelines and which will be updated if necessary.

The Company’s insiders include i) managers subject to the disclosure obligation, ii) knowledgeable core and iii) project-specific insiders.

The Company maintains a non-public register of its managers subject to the disclosure obligation and their related parties. The Company also maintains a non-public register of its project-specific insiders. The people entered into a project-specific insider register are notified of their inclusion and the related obligations in writing or by other verifiable means, such as email. Insiders must confirm receipt of the notification.

A person must submit a basic declaration to the keeper of the Company’s insider register immediately after becoming a manager subject to the disclosure obligation. The basic declaration is provided using a form submitted by the Company. A manager who is subject to the disclosure obligation must submit a new declaration whenever changes occur in the circumstances declared on the form. The declaration of changes in circumstances must be provided without delay.

Project-specific insiders include everyone with access to insider information who works at the Company on the basis of an employment relationship or who is otherwise performing duties that provide them with access to insider information. A person becomes a project-specific insider after receiving unpublished information about the project and loses their insider status after the project has been made public or the cancellation of the project has been announced. The Company informs the people involved about the establishment of a project and the related obligations and enters these people into a project-specific insider register. The project-specific insiders list is updated whenever the reason for adding a person to the list changes, a new person gets access to insider information, or the person no longer has access to insider information.

Principles and objectives of communications

Throughout its communications, Apetit complies with Finnish and EU legislation, the rules of Nasdaq Helsinki Ltd and the Financial Supervisory Authority’s regulations.

The principal aim of the disclosure policy is to ensure that sufficient and correct information is available concurrently about the company and its business operations as a basis for determining the price of the company’s securities. The company discloses, as soon as possible, such inside information that if published is likely to have a significant effect on the value of the financial instruments issued by the company. The information is disclosed in a manner that allows the public to access this information quickly and fairly, and that enables a thorough, appropriate and timely assessment of the information.

Apetit Ruoka

Apetit Ruoka Oy develops, produces and markets frozen vegetables, potato products and ready meals. The company’s main market area is Finland. The company produces services in IT, financial and environmental administration for the Group companies.

The information technology unit produces IT services for the Group’s business units. The unit is responsible for the Group’s basic information technology and IT infrastructure and for the quality and cost-effectiveness of the IT services produced for the units. The ownership of the business operation systems lies with the business units themselves. In projects concerning these systems, the information technology unit provides support while changes are being made and provides technical and project expertise as well as back-up once a system has been introduced.

The financial administration unit is responsible for the Group’s cash management and payment services and for agreed tasks concerning the invoice processing and invoicing of the Group’s businesses.

The environmental administration is responsible for water issues, waste management and wastewater treatment in the Säkylä industrial area, advises and guides group companies on environmental issues and monitors the implementation of environmental goals.

Apetit Kasviöljy

Apetit Kasviöljy Oy develops, produces and markets vegetable oils, vegetable proteins and protein feeds. It has subsidiaries in Finland, Estonia, Latvia, Lithuania and Ukraine. Due to selling of the Grain Trade business, the liquidation procedure of the foreign subsidiaries is ongoing. The merger procedure of the Finnish subsidiary with Apetit Kasviöljy is underway.

Group Administration

Group Administration is responsible for financial management at the Group level and human resources.

The financial management unit is responsible for monthly reporting at the Group level and it produces the Financial Statements, the Annual Report and quarterly Interim Reports. The financial management unit is also responsible for financing and insurance at the Group level, stock exchange releases together with the Group communications, guidance on profit forecasting and the annual plan, monitoring the appropriate arrangement of internal control and risk management, and developing internal control and risk management.

The role of the human resources unit is to support line management and supervisors in achieving the strategic and operating goals by developing and managing the core processes of personnel administration.

Updating Corporate Governance

Information on Apetit Plc’s corporate governance is regularly updated on the company’s web pages at apetit.fi/en/corporate-governance/ under Corporate Governance of Apetit Plc.

Approved by Board of Directors 20 December 2022.