VR-Group Ltd Board of Directors 2015

Board chair:

Hannu Syrjänen (b. 1951), LL.M., M.Sc. (Econ.) - Previously served as President and CEO of Sanoma Corporation. Board chair in: Orion Corporation, Lehtipiste Oy and the Finnish Fair Cooperative. Board member in: Realia Group Oy and the John Nurminen Foundation. Chair of VR-Group Ltd’s Board since 19 April 2011.

Vice chair of the Board of Directors:

Heikki Allonen (b. 1954), M.Sc. (Eng.), CEO, Patria Oyj. Previously served as Managing Director of Fiskars Corporation and SRV Yhtiöt Oyj. Board chair in: Association of Finnish Defence and Aerospace Industries, Millog Oy and Nammo AS. Board chair in: Detection Technology Oyj. Also serves as member of Ilmarinen’s Supervisory Board. Member of VR-Group Ltd’s Board since 15 April 2015.

Ordinary members:

Riku Aalto (b. 1965), Chairman of the Finnish Metalworkers' Union. - Previously served as Financial Manager, Finnish Metalworkers’ Union. Board chair in: VVO-yhtymä Oyj. Board member in: Central Organisation of Finnish Trade Unions (SAK) and Varma Mutual Pension Insurance Company. Supervisory Board member in: Unemployment Insurance Fund. Member of VR-Group Ltd’s Board since 19 April 2011.

Jarmo Kilpelä (b. 1957), M.Sc. (Econ.), Senior Financial Counsellor, Ownership Steering Department at the Prime Minister's Office. Previously worked as financial counsellor in the Ministry of Finance, as the official responsible for administrative and financial matters in the Government Guarantee Fund, as a researcher in the Bank of Finland and as a head of department, deputy head of department and corporate researcher at Säästöpankkien Keskus-Osake-Pankki. Board chair in: Governia Oy and Gasonia Oy. Board chair in: Altia Plc. Member of VR-Group Ltd’s Board since 20 March 2013.

Roberto Lencioni (b. 1961), LLM., Managing Director, Oy Gard (Baltic) Ab. Previously worked in managerial positions in Oy Baltic Protection Ab, Managing Director of Oy Baltic Insurance Brokers Ab, Sales Manager at Aspocomp Oy and company lawyer at Aspo Group. Also serves as vice chair of the Board of Directors at Aspo Plc, chair of Aspo Plc’s audit committee (since 2010) and member of Aspo Plc’s Board (since 1999). Member of VR-Group Ltd’s Board since 15 April 2015.

Liisa Rohweder (b. 1960), D.Sc. (Econ.), Secretary General of WWF Finland. - Previously served as Senior Teacher at HAAGA-HELIA University of Applied Sciences, energy economy researcher and the head of petrochemicals logistics department at Neste. Board chair in: Lappeenranta University of Technology. Also serves as the member of the steering groups of WWF's Baltic, Living Himalayas and Global Arctic conservation programmes and the chair of the international WWF's Communications and Marketing Committee. Member of VR-Group Ltd’s Board since 20 March 2013.

Tuija Soanjärvi (b. 1955), M.Sc. (Econ.). - Previously served as CFO at Itella Corporation, Elisa Corporation and TietoEnator Corporation. Board chair in: Basware plc, Nixu Corporation, Affecto Plc, Metsähallitus, Silta Group Oy and Silta Oy. Also holds the position of vice chair of the governing body of the Finnish Orienteering Federation. Member of VR-Group Ltd’s Board since 28 March 2012.

Maija Strandberg (b. 1969), M.Sc. (Econ.), Vice President, Finance, Pulp and Energy, Valmet Corporation. Previously worked as Managing Director of ALSO Nordic Holding and ALSO Finland Oy and as Vice President, Finance, in Metso Paper Oy, as CFO in GNT Holding Oy and Director, Finance, in John Deere Forestry Group Europe. Board chair in: Dustin Group Ab, Danske Bank Oyj and FinnSonic Oy. Member of VR-Group Ltd’s Board since 15 May 2014.

Christer Granskog (as vice chair) and Antti Mäkelä (as member) also served as Board members until 15 April 2015.

The Board members are independent of the company and of the shareholder, apart from Jarmo Kilpelä who represents the Ownership Steering Department at the Prime Minister’s Office. Board members do not own shares of VR-Group Ltd or its group companies.

As a rule, the Board of Directors meets once a month. During 2015, the Board met 15 times and the average attendance rate of the Board members was 98%.

The attendance rate of the Board members is shown in the table below.

Fees and other benefits paid to Board members

Members of the Board of Directors were paid the following fees in 2015, as decided by the Annual General Meeting on 15 April 2015:

• Chair of the Board of Directors EUR 54,750/year
• Vice chair of the Board of Directors EUR 25,800/year
• Member of the Board of Directors EUR 22,800/year

In addition, Board members are paid an attendance fee of EUR 600 per meeting for Board and Board committee meetings. In 2015, the Board of Directors was paid fees totalling EUR 318,750.

The table below shows the fees paid to the Board chair, vice chair of the Board and Board members in 2015.

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