Corporate Structure

Nanoform Finland Plc (hereinafter “Nanoform” or the “Company”) is a Finnish public company whose shares are listed on Nasdaq First North Premier Growth Market in the stock exchanges of Helsinki and Stockholm. The head office of Nanoform is located in Helsinki, Finland. Good corporate governance is an essential component of the work to create value for Nanoform’s shareholders.

As of the date of Nanoform’s listing, the corporate governance and management in Nanoform is based on Finnish legislation, Nasdaq First North Growth Market Rulebook, the Finnish Corporate Governance Code, the company’s Articles of Association, internal policy documents, good practices in the stock market and other applicable rules and recommendations as well as the applicable regulations and instructions issued by the Finnish Financial Supervisory Authority. Furthermore, Nanoform prepares annual financial statements and interim reports conforming to Finnish legislation and International Financial Reporting Standards (IFRS). Nanoform’s governance and management are guided by its values, operating principles and policies as well as responsible operating methods.

Companies whose shares are accepted for trading in the Premier-segment of Nasdaq First North Growth Market are obliged to apply the Finnish Corporate Governance Code. The Finnish Corporate Governance Code is published by the Finnish Securities Market Association and available on the Securities Market Association’s website:  http://cgfinland.fi/en/.

Governing bodies of Nanoform

The highest governing body at Nanoform is the General Meeting in which the shareholders exercise their decision-making powers. The General Meeting elects the Company’s Board of Directors and the auditor.

The Company is managed by the Board of Directors and the CEO, appointed by the Board.

The figure below provides an overview of Nanoform’s governing bodies.

The Company deviates from recommendation 8 of the Code regarding the composition of the Board of Directors as both genders are not currently represented in the Board of Directors. The Company’s objective is to achieve representation of both genders in the Board of Directors. As means to achieve representation of both genders, the Company’s Board of Directors seeks to include representatives of both genders in the director candidates search and evaluation process. Please see here for more information on the Board of Directors.

The Company deviates from recommendation 15 of the Code regarding the appointment of members to a committee. The Company’s Board of Directors has established an Audit and Compensation Committee. The Audit and Compensation Committee has only two members, Miguel Calado, the Chairman, and Mads Laustsen, a member. Both Miguel Calado and Mads Laustsen are independent from both the Company and significant shareholders. The description of the rationale for recommendation 15 provides that if a company’s board of directors has only few members, a committee may consist of only two members. The Company’s Board of Directors currently has only three members. Please see here for more information on the Board committees.