Nomination board

The Annual General Meeting of Shareholders on March 23, 2012 decided to establish a permanent Shareholders’ Nomination Board composed of shareholders or their representatives and of the Chairman of the Board of Directors for the purpose of preparing and presenting the election of the members of the Board of Directors and proposals for their remuneration to be submitted for the General Meeting of Shareholders as well as successor planning of the members of the Board of Directors.

The tasks of the Nomination Board consist of:

  1. Preparation and presentation to the General Meeting of Shareholders of matters pertaining to the remuneration of the members of the Board of Directors;
  2. Preparation and presentation to the General Meeting of Shareholders of matters pertaining to the remuneration of the members of the Board of Directors;
  3. Preparation and presentation to the General Meeting of Shareholders of matters pertaining to the appointment of the members of the Board of Directors and its Chairman and Vice Chairman; and
  4. Successor planning for the members of the Board of Directors.

The Nomination Board shall consist of four (4) members. Three of the members shall represent the three shareholders who on 1 October (the “Value Day”) preceding the Annual General Meeting represent the largest number of the votes of all shares in the company. The Chairman of the Board of Directors shall be the fourth member of the Nomination Board.

The largest shareholders are determined on the basis of their shareholdings registered in the company’s shareholders’ register held by Euroclear Finland Ltd. In the event that a shareholder who according to the Securities Markets Act has an obligation to take such ownership into account when making notifications regarding changes in ownership (shareholder subject to flagging notification), notifies the Chairman of the Board of Directors thereof in writing at the latest on the Value Day, the shareholding of such shareholder divided between two or more funds or group companies shall be counted as one. In the event that a shareholder does not wish to use his/her right to appoint a member to the Shareholders’ Nomination Board, the right to appoint shall be transferred to the next largest shareholder in the company’s shareholders’ register, who would otherwise not have a right to appoint.

The Chairman of the Board of Directors convenes the first meeting of the Nomination Board and the representative of the largest shareholder shall be the Chairman of the Nomination Board unless otherwise decided by the Nomination Board. The Nomination Board shall submit its proposals to the Board of Directors at the latest on February 15, preceding the Annual General Meeting.

The composition of the Shareholders’ nomination Board appointed in October 4, 2016 was Kari Järvinen, Managing Director (Solidium Oy), Pekka Pajamo, Senior Vice-President, Finance (Varma Mutual Pension Insurance Company), Mikko Mursula, Chief Investment Officer (Ilmarinen Mutual Pension Insurance Company) and Matti Alahuhta (Chairman of the Board of Directors of Outotec Oyj).

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Charter of the Nomination Board