Digia

Responsibility for Digia's operations is held by the Shareholders' Meeting, Board of Directors, and the President & CEO assisted by the Group Management Team. Digia's highest decision-making body is the Shareholders' Meeting at which shareholders exercise their voting rights on company matters.

Board of Directors and Committees

The Board of Directors is elected by the Shareholders' Meeting, and is in charge of Digia's administration and the appropriate organisation of the company's operations. Under the Articles of Association, the Board of Directors must consist of a minimum of four and a maximum of eight members. Neither the CEO nor other company employees working under the CEO's direction may be elected members of the Board.

The Board of Directors has defined a Board diversity policy. It states that the requirements of the company's size, market position and industry should be duly reflected in the Board's composition. Both genders should be represented on the Board. It should be ensured that the Board as a whole will always have sufficient expertise in the following areas in particular:

• the company's field of business • managing a company of similar size • the nature of a listed company's business operations • management accounting • risk management • corporate sustainability statement • mergers and acquisitions • board work.

The members of Digia's Board of Directors have extensive and relevant expertise in these areas on the basis of their primary work experience and other positions of trust.

The majority of Board members must be independent of the company and a minimum of two of those members must also be independent of the company's major shareholders. Of the current members of the Board, Martti Ala-Härkönen, Santtu Elsinen, Sari Leppänen, Henry Nieminen and Outi Taivainen are independent of the company and its major shareholders. Robert Ingman is independent of the company. Robert Ingman is not independent of the company's major shareholders due to his holdings in related parties.

During the 2024 reporting year, Digia's Board of Directors had three (3) committees: the Audit Committee, the Compensation Committee, and the Nomination Committee. It is the Audit Committee's role to monitor impacts and risks. These committees do not hold powers of decision or execution unless separately authorised by the Board; their role is to assist the Board in decision-making concerning their areas of expertise. The committees report regularly on their work to the Board, which has decision-making and collegial responsibility over their actions.

Gender Distribution

Gender distribution of Board of Directors 2024: Women 33% (2), Men 67% (4)

Gender distribution of Management Team 2024: Women 20% (2), Men 80% (8)

CEO and the Management Team

The company's Chief Executive Officer is appointed by the Board of Directors. The CEO is in charge of Digia's business operations and administration in accordance with the instructions and regulations issued by the Board of Directors, and as defined by the Finnish Limited Liability Companies Act. The CEO chairs the Group Management Team's meetings. The CEO is not a member of the Board of Directors, but attends Board meetings. The Management Team assists the CEO in the preparation and implementation of strategy, routine management, and preparing items for consideration by the Board of Directors. The CEO is responsible for the Management Team's decisions. Members of the Management Team are tasked with implementing these decisions within their own areas of responsibility.

Digia's Management Team consists of ten people: the CEO, CFO, General Counsel, CTO and HR Director, as well as the SVP of Sales and Marketing and the SVPs of four business areas. All members of the Management Team have lengthy experience in the company's sector or their own area of expertise.

Under the authorisation of the Board of Directors, the Remuneration Committee approves the appointments of the members of the Group Management Team and decides on the terms and conditions of their service contracts on the basis of the CEO's proposal. There were no employees or employee representatives in Digia's Management Team during the 2024 reporting year.

Sustainability-related expertise and skills

The Board of Directors, its committees and the Management Team regularly discuss reviews of various aspects of sustainability, which are presented by the Group's experts and operational management. Through these reviews, Digia's senior executives learn about the most material impacts, risks and opportunities associated with the company's sustainability, as well as the company's progress towards its sustainability targets and its sustainability-related projects. These reviews ensure that Digia's management has up-to-date information and competence with regard to sustainability issues. The need for any follow-up measures or external expertise is also decided upon.

The Board of Directors, its committees and the Management Team regularly discuss reviews of various aspects of sustainability, which are presented by the Group's experts and operational management. Through these reviews, Digia's senior executives learn about the most material impacts, risks and opportunities associated with the company's sustainability, as well as the company's progress towards its sustainability targets and its sustainability-related projects. The Board discussed sustainability at five of its meetings in 2024. At Audit Committee meetings, experts and senior executives present information for the committee to review: sustainability themes, target attainment, development plans, and development measures and their implementation. The outcomes of the Group's risk management (including sustainability risks) are presented to the Audit Committee twice a year, along with any reports of potential misconduct that have been made through the Whistleblowing channel.

During 2024, the following sustainability-related material risks, impacts and opportunities were reviewed at meetings of the Board of Directors and its Committees:

Impacts • Trends in Digia's CO2 emission targets and measures to achieve them. • Value chain emissions: the accuracy of Scope 3 data and a development plan. • The competencies and resources required to meet stakeholder requirements and carry out actions arising from sustainability regulation. • An overview of challenges facing the workplace community and any necessary development measures (mental health, equal treatment).

In the 2024 fiscal year, Digia had a long-term share-based incentive scheme for senior executives. The earning period in the incentive scheme is 2023–2025. The scheme's target group consists of the CEO and the company's senior executives. The scheme may also cover other individual key personnel. The scheme is designed to align the goals of the company's shareholders and management in order to increase the company's value, and to commit executive management to the company and its long-term objectives. It offers participants the chance to earn company shares if the targets set by the Board of Directors for the three-year bonus period are met.

These targets are based on the company's net sales, cumulative earnings per share (EPS) for 2023–2025, and sustainability objective. The earnings period for indicators is three years (2023–2025), and the targets for all indicators have been set for the final date of the earnings period. During the bonus period, the company's CEO and other scheme participants are entitled to a bonus equivalent to a maximum of 480,000 new Digia Plc shares. If the terms are met, the bonuses for all indicators based on the new scheme will be paid at the end of the reward period in spring 2026. All bonuses under this scheme will be paid as a combination of shares and cash. The cash component of the bonus will primarily be used to cover taxes and other comparable costs arising from the scheme.

As a rule, the bonus will not be paid if a member resigns or if a member's employment or post is terminated prior to the bonus payment date specified in the incentive scheme. Under certain conditions, the Board may, at its discretion, decide on possible bonuses in accordance with the pro-rata principle.

EUR 0.6 million in expenses were incurred by the scheme during the 2024 fiscal year. EUR 0.4 million in expenses were incurred by incentive schemes during the previous fiscal year.

The company has a finance business partner function that reports to the CFO and is tasked with ensuring the accuracy of monthly financial reporting. The CFO reports on the financial performance of the company and its divisions to Management, the Board of Directors, and the Board's Audit Committee.

The company uses a reporting system that compiles subsidiaries' reports into consolidated financial statements. There are also written directives for completing the financial reports of subsidiaries. The company's CFO monitors compliance with these instructions. The company also has the separate reporting facilities required for monitoring business operations and asset management.

The Group's financial administration unit prepares management's interim reports, consolidated interim reports and consolidated Financial Statements. This financial administration unit has centralised control over the Group's funding and asset management, and is in charge of managing financial risks.

Internal control helps to ensure the reliability of the Digia Group's financial reporting. Digia's financial administration unit provides guidance on financial reporting matters. The Group's business is divided into areas of responsibility led by Senior Vice Presidents (SVPs) reporting to the CEO. Reporting and supervision are based on annual budgets that are reviewed monthly, on monthly income reporting, and on updates of the latest forecasts.

The SVPs report to the Group Management Team on development matters, strategic and annual planning, business and income monitoring, investments, potential acquisition targets and internal organisation matters related to their areas of responsibility. Each area of responsibility also has its own management team.

Digia's operational management and supervision adhere to the corporate governance system described above.

Digia has not yet established a separate function responsible for internal auditing. The need for an internal audit function is regularly assessed. With the company's current business volume, its legal and financial management functions are able to handle internal auditing tasks.

Digia is a growing software and service company that combines technological possibilities and human capabilities to build smarter businesses and societies – and a sustainable future. Our mission is to keep our customers at the forefront of digital evolution by harnessing our well-rounded expertise, comprehensive offering and operational models that suit the customer's needs. Digia is a smart business partner with the most comprehensive IT service offering in Finland: we provide all the layers of digitalisation from business systems to integrations, digital services and 24/7 monitoring and service management. We operate internationally with our customers.

Strategy - "Unlock Your Intelligence"

We combine technological possibilities and human capabilities to build smarter businesses and societies – and a sustainable future. We ensure that our customers are at the forefront of digital evolution, with an operational model and rhythm that are right for them. We harness Digia's well-rounded expertise and comprehensive offering as well as operational models that suit the customer's needs. We constantly renew our own operations and expertise, and work with reliable partners. As a versatile company, Digia can offer its employees meaningful job tasks and things to learn. We are building a responsible society and a sustainable Digia.

We implement our strategy by tapping into our strengths and the specialist expertise of our service areas. As a unified company, we provide our customers with extensive solution packages and the expertise of our specialised service areas for their individual needs. We build long-term customer relationships and partnerships.

Main Strengths

• reliability and long-term customer relationships • diverse and constantly evolving top expertise • a well-rounded offering that can be combined to expand customer relationships • a strong financial position • a business model in which continuous services yield operational stability • the ability to carry out successful acquisitions and grow the acquirees as part of Digia.

Specialised Service Areas

Digital Solutions: Smart solutions for data utilisation and the customer experience. Digital Solutions provides our customers with comprehensive digital services for developing smart business and enhancing their customer experience. Key areas include data utilisation solutions, AI-based solutions, state-of-the-art customer relationship management, e-commerce solutions, versatile online and mobile services, digital marketing as well as service design and business services.

Business Platforms: Versatile and comprehensive ERP solutions. Business Platforms provides our customers with versatile and comprehensive solutions for smart financial management and ERP. Smart ERP integrates systems, data and processes into a data-driven solution, unlocking the power of automation, AI, and business development. Our offering comprises Microsoft Dynamics 365 solutions, Oracle NetSuite and our own Digia Envision ERP product.

Financial Platforms: Service and system packages for fund management companies, asset managers and stockbrokers. Financial Platforms provides versatile system packages for customers in the financial sector. Our business revolves around the Digia Financial Systems product family (DiFS), which is one of the most extensive financial systems for fund management companies, asset managers and brokers in the Nordic countries.

Managed Solutions: Service packages and outsourcing for maintenance, continuous development and security. Managed Solutions provides customers with the cornerstones of smart digital business, including cloud services, Finland's leading integration and API solutions, robotics and AI automation services, knowledge-based and change management services, information security, high-security solutions and continuous services (24/7 Managed Services).

Value Chain

Digia operates in ten locations in Finland. Abroad, we operate in Stockholm and Malmö in Sweden and in Hengelo in the Netherlands. Service for our Danish customers is provided from Sweden. Our headquarters are located in Helsinki. The Digia Hub brings together top freelance IT professionals in Northern Europe, and enables our customers to acquire versatile business, design and technology expertise to meet the varying needs of their projects.

Group Structure

On 31 December 2024, the Digia Group included the parent company Digia Plc and the following subsidiaries: • Digia Finland Oy and its subsidiary Most Digital Sweden AB • Productivity Leap Oy • Digia Sweden AB • Climber International AB and its subsidiaries Climber Finland Oy, Climber Benelux B.V., Climber Danmark ApS, Climber Holding AB, and its subsidiary Climber AB • Top of Minds AB

All subsidiaries are wholly owned by Digia.

As part of its double materiality assessment, (double materiality has the same meaning as the term double materiality in the ESRS standards and the term two-way information in the Accounting Act) Digia has analysed those sustainability themes that are most material to the company's business, taking the entire value chain into account. Based on this assessment, the Sustainability Statement covers upstream operations for direct suppliers and downstream operations for Digia's customers and the solutions delivered to its customers' end-users.

A list of reported disclosure requirements and references to other content can be found on pages 63–65 of this statement.

Digia has used indirect sources in the calculation of its upstream greenhouse gases. Indirect sources have mainly been used in Scope 3 emission categories 1, 3, 6 and 7, for which general factors have been used to calculate emissions. Estimation has therefore been used in the calculation of emissions, as these general factors are derived from widely used emission factor libraries. For more information about the use of indirect and direct sources in the calculation of emissions, see Disclosure Requirement E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions.

There is no significant uncertainty associated with the metrics or monetary values used in Digia's emission calculations. However, as general emission factors are often averages that ignore variations in operations or conditions, this may increase the uncertainty of the calculation. The company is continuously developing its emissions calculation process, and aims to increase its use of direct sources through improved supplier management.

Changes in Preparation

Digia has retrospectively refined some of the emission factors used in the calculation of its 2023 carbon footprint, and has also expanded its 2023 carbon footprint calculation to better cover the Group's most material emissions in order to provide a reliable comparison year. These corrections and expansions apply to Scope 3 emissions. A comparison of the changes is shown in the table below.

At the end of the period, the total number of Group personnel was 1,576 (1,527), representing an increase of 49 employees or 3.2 per cent since the end of the 2023 fiscal period. The average number of employees was 1,553 (1,465), an increase of 89 employees, or 6.1 per cent, on the 2023 average.

Digia personnel by location:

Digia's corporate governance principles are integrity, accountability, fairness, and transparency. This means that: • The company complies with applicable legislation and regulations. • When organising, planning, managing and running its business operations, the company abides by the applicable professional requirements that have been generally approved by its Board members, who demonstrate due care and responsibility in performing their duties. • The company is prudent in the management of its capital and assets. • The company's policy is to keep all parties in the market actively, openly and equitably informed of its businesses and operations. • The company's management, administration and personnel are subject to the appropriate internal and external audits and supervision.

Quality and information security are an integral part of Digia's reliable operations. During the fiscal period, we completed the recertification of our ISO 9001 quality certificate without any deviations. In addition, we conducted a follow-up assessment of ISO 27001 information security certification covering previously certified business areas without any deviations.

Digia has been awarded an ISO 9001 quality certificate, which covers Digia Finland Ltd and the Group's shared services. Digia has also been awarded an ISO 27001 security certificate, which covers some of Digia's business areas and locations.

Digia Plc has a whistleblowing channel for reporting suspected cases of bribery and corruption, market abuse, and violation of Digia's insider guidelines. This channel seeks to promote compliance with good governance in the company's routine activities, and to prevent and detect misconduct. It can be used to report market abuse and the violation of operating principles, regulations and instructions, either confirmed or suspected.

Anyone can make an anonymous report using a form that is available on both Digia's intranet and its public website. All reports are directed to Digia's legal unit and the chair of the Audit Committee of the Board of Directors. All reports will be processed confidentially and professionally in accordance with the Personal Data Act, with regard to both the informant and suspect.

The Audit Committee also reviews reports on notifications received through the Whistleblowing channel.