Shareholders’ Nomination Board

The Annual General Meeting 2020 resolved to establish a permanent Shareholders’ Nomination Board. The Nomination Board is responsible for preparing and presenting proposals covering the remuneration and number of members of the Company’s Board of Directors as well as proposals on the members of the Board of Directors and Chairman and Vice Chairman of the Board to the Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board is also responsible for identifying successors to existing Board members.

The Nomination Board consists of four (4) members, three (3) of whom are appointed by the Company’s three largest shareholders, who appoint one (1) member each. The Chairman of the Company’s Board of Directors serves as the fourth member of the Nomination Board.

The Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined annually on the basis of the registered holdings in the Company’s shareholders’ register held by Euroclear Finland Ltd as per the first weekday in September in the year concerned, or on the basis of shareholding information separately presented by nominee-registered shareholders.

• If a shareholder who has distributed its holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in its share of ownership makes a written request to such effect to the Chairman of the Company’s Board of Directors and to the Company’s General Counsel no later than on the weekday prior to the first weekday in September, such shareholder’s holdings in several funds or registers will be combined when calculating the shares which determine the nomination right.
• If a holder of nominee-registered shares wish to utilise its nomination right, the nominee-registered shareholder in question shall present reliable evidence on the amount of its shareholdings as per the first weekday in September. Such evidence shall be delivered to the Chairman of the Company’s Board of Directors and to the Company’s General Counsel on the fourth weekday in September at the latest.
• If a group of shareholders have agreed on the appointment of a joint representative on the Nomination Board, their shareholdings shall be combined when calculating the shareholdings that confer the right to appoint a member to the Nomination Board. It is a prerequisite, however, that such shareholders present a joint request on the matter and a copy of the agreement between the shareholders to the Chairman of the Company’s Board of Directors and to the Company’s General Counsel on the weekday prior to the first weekday in September at the latest.

The Chairman of the Company’s Board of Directors shall request each of the three largest shareholders established on this basis to appoint one member to the Nomination Board.

• In the event that a shareholder does not wish to exercise their right to appoint a member, the right shall pass to the next-largest shareholder that would otherwise not be entitled to appoint a member.
• In the event that two shareholders have an equal number of shares and votes, and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots.

The Chairman of the Board of Directors convenes the first meeting of the Nomination Board, which shall be responsible for electing a chairman from among its members. The Nomination Board’s chairman shall be responsible for convening subsequent meetings.

The Nomination Board shall serve until further notice, unless the General Meeting decides otherwise. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.

The Nomination Board shall submit its proposals to the Company’s Board of Directors annually in time for them to be included in the notice of the meeting and in any case, at the latest, by the 15th of January preceding the Annual General Meeting. Proposals intended for a possible Extraordinary General Meeting shall be submitted to the Company’s Board of Directors in time for them to be included in the notice to the meeting. 

1. Juhani Lassila, Evald ja Hilda Nissi Foundation (chairman)
2. Tanja Eronen, Nordea Funds
3. Miikka Maijala, group of shareholders
4. Jukka Leinonen, Chairman of Lassila & Tikanoja plc’s Board of Directors