The Shareholders’ Nomination Board is a body of the Company’s shareholders, responsible for preparing annually proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors and the remuneration of the Board committees and the Nomination Board. The Nomination Board is also responsible for ensuring that the Board of Directors and its members maintain and represent a sufficient level of expertise, knowledge and competence for the needs of the company.
The Nomination Board consists of five members, three of which represent the Company’s three largest shareholders who hold the largest number of votes calculated of all shares in the Company. The Chairperson of the Board of Directors and a person nominated by the Company’s Board of Directors shall, as expert members, be the other two members of the Nomination Board.
The right to nominate the shareholder representatives lies with those three shareholders whose share of all the voting rights in the Company is on 31 May preceding the next Annual General Meeting the largest on the basis of the shareholders’ register of the Company held by Euroclear Finland Ltd. However, holdings by a shareholder who, under the Finnish Securities Market Act, has the obligation to disclose its shareholdings (flagging obligation) that are divided into several funds or registers, will be summed up when calculating the share of all the voting rights, provided that such shareholder presents a written request to that effect to the Chairperson of the Company’s Board of Directors no later than on 30 May preceding the next Annual General Meeting.