Atria Oyj : Corporate Governance Statement 2025

About this update from Atria Oyj Class A

GOVERNANCE 2025 ATRIA'S YEAR 2025 BOARD OF DIRECTORS' REPORT, SUSTAINABILITY STATEMENT AND FINANCIAL STATEMENTS 2025 GOVERNANCE 2025 ‌CONTENTS Corporate Governance Statement 3 Articles of Association 3 Shareholder agreement 3 Annual General Meeting 4 Shareholders' Nomination Board 4 Supervisory Board 5 Board of Directors 7 Duties of the Board of Directors 7 Meeting practices and information flow 8 Composition of the Board of Directors 9 Principles concerning the diversity of the Board of Directors and the Supervisory Board 13 Diversity of the Board of Directors 13 Diversity of the Supervisory Board 13 Implementation of the diversity principles 13 Board Committees 13 CEO 14 Management Team 14 Management Team on 31 December 2025 15 Remuneration 20 Internal control, risk management and internal audit 20 Internal control 20 Risk management 20 Internal audit 21 Auditing and Sustainability Reporting Assurance 21 Auditor's and Sustainability Assurance Provider's remuneration for the 2025 financial year 22 Insider policy 22 Related-party transactions 22 Communications 22 Silent period 22 Investor information 22 REMUNERATION REPORT 2025 Introduction 23 Development of Atria's financial performance and remuneration 23 Remuneration of the Supervisory Board members 25 Remuneration of the Board of Directors 26 Remuneration of the CEO and Deputy CEO 27 This part of the Annual Report in PDF format is not an xHTML document compliant with the ESEF (European Single Electronic Format) regulation. The Board of Directors' Report, Sustainability Statement and Financial Statements 2025 in accordance with ESEF regulations are available electronically as an xHTML document in Finnish language at atria.com/sijoittajat/taloustieto/vuosikertomukset Atria's Annual Report 2025 consists of three parts: Atria's year 2025 Board of Directors' Report, Sustainability Statement and Financial Statements 2025 Governance 2025 All parts are found on Atria's website: ATRIA.COM CONTENT Corporate Governance Statement Annual General Meeting Shareholders' Nomination Board Supervisory Board Board of Directors Board Committees CEO Management Team Remuneration Internal control, risk management and internal audit Auditing and Sustainability Reporting Assurance Insider Policy Related-party transactions Communications REMUNERATION REPORT Introduction Development of Atria's financial performance and remuneration Remuneration of the Supervisory Board members Remuneration of the Board of Directors Remuneration of the CEO and Deputy CEO GOVERNANCE 2025 CORPORATE GOVERNANCE STATEMENT Atria Plc ("Atria" or "the company") is a Finnish public company, and the responsibilities and obligations of its governing bodies are determined by Finnish law. The parent company, Atria Plc, and its subsidiaries constitute the international Atria Group. The company is domiciled in Kuopio. Responsibility for the administration and operations of Atria Group lies with the governing bodies of the parent, Atria Plc. These are the Annual General Meeting, the Supervisory Board, the Board of Directors and the CEO. Decision-making and governance at Atria comply with the Finnish Limited Liability Companies Act, the Securities Markets Act, The Market Abuse Regulation, the Auditing Act and the Accounting Act and other regulations pertaining to listed companies, as well as with Atria Plc's Articles of Association and the rules of procedure of Atria's Board and Board committees and Atria's Code of Conduct and internal policies. Atria is also bound by EU-level regulations and Nasdaq Helsinki Ltd's rules, as well as by orders and guidelines issued by the European Securities and Market Authority and Financial Supervisory Authority. Atria follows the Securities Market Association's (SMA) Corporate Governance Code, which came into effect on 1 January 2025. The Corporate Governance Code is available on the SMA website at https://www.cgfinland.fi . In accordance with the 'comply or explain' principle, Atria departs from the recommendations of the Corporate Governance Code as follows (the exceptions are explained under the relevant items): As an exception to recommendation 10 of the Corporate Governance Code, three of the eight members on the Board of Directors are independent of the company. The Board of Directors has assessed that five members of the Board of Directors are dependent on the Atria Group, either because they are full-time farmers who have, or are part of the executive management of another company that has, for the entrepreneur/company concerned, a significant business relationship with a company belonging to the Atria Group. Because the Board of Directors of Atria Plc does not, as a rule, deal with matters related to these cooperation relationships, this dependence has not been considered to affect their activities as a member of Atria Board of Directors. The decision on the exemption has been taken at the Annual General Meeting of Atria, where the members of the Board of Directors are elected. The company considers that understanding its business requires the majority of the Board members to have a deep understanding of and commitment to the meat business and that dependence on an Atria Group company does not compromise the direction and control of the CEO or create a conflict of interest. As an exception to recommendation 17 and 18 of the Corporate Governance Code, one of the three members on the Nomination and Remuneration Committee is independent of the company. So far, the Board has considered it important that the Chairman and Vice Chairman of the Board participate in the work of the Nomination and Remuneration Committee. Since the dependence of the Chairman and Vice Chairman of the Board of Directors on the company is based on the fact that they have a significant working relationship with a company belonging to the Atria Group and the Nomination and Remuneration Committee does not deal with matters related to these cooperation relationships in accordance with its rules of procedure, this dependence has not been considered to affect their activities in the Nomination and Compensation Committee. The Corporate Governance Statement is presented as a report separate from the Board of Director's Report. The Corporate Governance Statement is available on the company's website at https://www.atria.com (Investors → Corporate Governance). 3 Articles of Association The Articles of Association and the redemption clause are available on the company's website at https://www.atria.com (Investors → Corporate Governance). Shareholder Agreement Lihakunta and Itikka Co-operative, two of Atria's shareholders, have agreed to ensure that they are both represented on the Supervisory Board in proportion to their holdings of Series KII shares in the company, and that all members of the Supervisory Board are appointed by them, unless it has been separately agreed on a case-by-case basis that some Supervisory Board members are selected from among candidates designated by other shareholders. It has also been agreed that when the Chair of the Supervisory Board and the Vice Chair of the Board of Directors are appointed by one of these two parties, the Chair of the Board of Directors and the Vice Chair of the Supervisory Board are appointed by the other party. Regarding the distribution of Board positions, it has been agreed that each of the parties may nominate three ordinary members and their deputy members to the Board of Directors. The agreement also includes stipulations on the mutual proportion of shareholding and on the procedures followed when either party acquires more series KII shares directly or indirectly. According to the agreement, the acquisition of series A shares is not considered in the evaluation of the mutual proportion of shareholding. Furthermore, Lihakunta, Itikka Co-operative and Pohjanmaan Liha Co-operative, which hold shares in Atria, have agreed to ensure that Pohjanmaan Liha Co-operative has one representative on the Supervisory Board. The agreement also includes stipulations on Pohjanmaan Liha Co-operative's shareholding. The company is not aware of any other shareholder agreements. CONTENT Corporate Governance Statement Annual General Meeting Shareholders' Nomination Board Supervisory Board Board of Directors Board Committees CEO Management Team Remuneration Internal control, risk management and internal audit Auditing and Sustainability Reporting Assurance Insider Policy Related-party transactions Communications REMUNERATION REPORT Introduction Development of Atria's financial performance and remuneration Remuneration of the Supervisory Board members Remuneration of the Board of Directors Remuneration of the CEO and Deputy CEO GOVERNANCE 2025 Despite the above, the Annual General Meeting, as stated in section 3 below, decides on the number of members of the company's Supervisory Board and of the Board of Directors and their election. ANNUAL GENERAL MEETING The Annual General Meeting is Atria Plc's highest decision-making body. At the General Meeting, shareholders decide, among other things, on the approval of the financial statements and the use of the profit shown on the balance sheet; the discharge of the members of the Board of Directors and of the Supervisory Board, as well as the CEO, from liability; the number of members of the Supervisory Board and of the Board of Directors, and their election and remuneration; acceptance of Remuneration Report (and Remuneration Policy, if needed) and the election and remuneration of the auditor and authorised sustainability auditor. The Annual General Meeting is held annually by the end of June on a date designated by the Board of Directors, and the agenda includes matters that are to be processed by the Annual General Meeting in accordance with the Limited Liability Companies Act and the Articles of Association and any other proposals mentioned in the notice of the meeting. Extraordinary General Meetings may be convened as needed. Under the Limited Liability Companies Act, a shareholder has the right to have a matter falling within the competence of the Annual General Meeting dealt with by the Annual General Meeting if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice. Where applicable, the shareholder must submit a request to have the matter dealt with by the Annual General Meeting by the date set by the company, which is published on the company's website at https://www.atria.com . The request, together with the accompanying justification or proposed resolution, must be sent in writing to Atria Plc, Group Legal Affairs, P.O. Box 900, FI-60060 ATRIA. The Annual General Meeting is convened by the Board of Directors. In accordance with the company's Articles of Association, the Annual General Meeting is held in the company's domi- cile, Kuopio, or in Helsinki. The notice to convene the Annual General Meeting is communicated by publishing the notice on the company's website and by a company announcement at the earliest three (3) months and at the latest three (3) weeks before the Annual General Meeting, but nevertheless no later than nine (9) days prior to the record date for the Annual General Meeting. In addition, the Board of Directors may decide to publish the notice, or a notification concerning the delivery of the notice, in one or more Finnish national newspapers determined by the Board of Directors, or in any other manner it may decide. The company's Annual General Meeting for 2025 was held in Helsinki on 24 April 2025 at Musiikkitalo. The meeting was attended, either in person or by a representative, by a total of 148 holders of A shares, representing a total of 9,339,875 shares and votes, and three (3) holders of KII shares, representing a total of 9,203,981 shares and 92,039,810 votes. The minutes of the meeting, as well as other documents related to the meeting, are available on Atria's website at https://www.atria.com (Investors → General Meetings). SHAREHOLDERS' NOMINATION BOARD Atria Plc's Annual General Meeting on 3 May 2012 established a Nomination Board and confirmed its written rules of procedure. The rules of procedure were amended by the Annual General Meeting on 6 May 2014 and 27 April 2017. In accordance with its charter, the Nomination Board is charged with preparing proposals concerning the remuneration of the Board of Direc- 4 tors and Supervisory Board and the election of the members of the Board of Directors for the next Annual General Meeting. The Nominations Committee has been set up for an indefinite period. The term of office of the members of the Nomination Board shall expire at the end of the Annual General Meeting following the appointment. Shareholders or their representatives who own Series KII shares are selected for the Nomination Board, as well as the largest holder of Series A shares who does not own Series KII shares, or a representative of such a shareholder. The right to nominate a representative to the Nomination Board is determined on the basis of the shareholder register maintained by Euroclear Finland Ltd in accordance with the situation on the first banking day of the September preceding the Annual General Meeting. The Chair of the Board of Directors will serve as an expert member on the Nomination Board. If a shareholder does not wish to exercise their right to nominate a member, the right will be transferred to the next largest series A shareholder in accordance with the shareholder register, who would not otherwise have the right to nominate a member. Some shareholders are obligated to notify the company of certain changes in shareholding when necessary under the Finnish Securities Markets Act (notification obligation). Such shareholders may present a written request to the company's Board of Directors by the end of August for the holdings of corporations or foundations controlled by the shareholder, or the sharehold-er's holdings in several funds or registers, to be combined when calculating voting rights. The Nomination Board is convened by the Chair of the Board of Directors, and the Nomination Board elects a Chair from among its members. The Nomination Board will present its proposal to the Board of Directors by the first day of the February preceding the Annual General Meeting. CONTENT Corporate Governance Statement Annual General Meeting Shareholders' Nomination Board Supervisory Board Board of Directors Board Committees CEO Management Team Remuneration Internal control, risk management and internal audit Auditing and Sustainability Reporting Assurance Insider Policy Related-party transactions Communications REMUNERATION REPORT Introduction Development of Atria's financial performance and remuneration Remuneration of the Supervisory Board members Remuneration of the Board of Directors Remuneration of the CEO and Deputy CEO GOVERNANCE 2025 As at 31 December 2025, the Nomination Board comprised the following persons (the body appointing the person to the Nomination Board is indicated in brackets): Name (Nominated by) Year of birth Education Main occupation Attendance at meetings Shareholding on 31 Dec 2025 Chair Juho Anttikoski (Itikka Co-operative) 1970 Farmer 4/4 4000 Pasi Korhonen (Lihakunta) 1975 Farmer 2/2 0 Ola Sandberg (Pohjanmaan Liha Co-operative) 1981 Agrologist Farmer 2/2 90 Hanna Kaskela (Varma Mutual Pension Insurance Company) 1979 M.Sc. (Econ) Director, Sustainability & Communications 2/2 0 During the financial year until 24 April 2025, the Nomination Board also included Jyrki Halonen, representing Lihakunta, and Kjell-Göran Paxal, representing Pohjanmaan Liha Co-operative and Timo Sallinen representing Varma Mutual Pension Insurance Company. The Nomination Board met five times during 2025 and the attendance rate of the Nomination Board members was 100%. 5 SUPERVISORY BOARD In accordance with Atria Plc's Articles of Association, the company has a Supervisory Board elected by the Annual General Meeting. The Supervisory Board consists of a minimum of 18 and a maximum of 21 members, who are elected for a term of three years at a time. The Supervisory Board elects a Chair and a Vice Chair from amongst its members for a term of one year at a time. The Supervisory Board meets four times a year on average. The duties of the Supervisory Board are specified in the Limited Liability Companies Act and Atria's Articles of Association. The key duties of the Supervisory Board are as follows: Supervising the company's administration by the Board of Directors and the CEO. Providing instructions to the Board of Directors on matters that are of far-reaching consequence or important in principle. Submitting its statement on the financial statements and the auditors' report to the Annual General Meeting.

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