Shareholders' Nomination Board

Investors

Shareholders' Nomination Board

Atria Plc has a Shareholders’ Nomination Board pursuant to recommendation 18b of the Corporate Governance Code. Atria Plc’s Annual General Meeting held on 3 May 2012 established a Nomination Board and confirmed its written charter. The charter was amended by a decision made at the Annual General Meeting on 6 May 2014 and again on 27 April 2017. In accordance with its charter, the Nomination Board preparer proposals concerning the remuneration of the Board of Directors and Supervisory Board and the election of the members of the Board of Directors for the next Annual General Meeting.

Shareholders or their representatives who own series KII shares as well as the largest holder of series A shares who does not own series KII shares, or a representative thereof, shall be elected to the Nomination Board. 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 Chairman of the Board of Directors will also be appointed on the Nomination Board as an expert member.

If a shareholder does not wish to exercise his or her 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 (flagging obligation) when necessary under the Finnish Securities Markets Act. 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 shareholder’s holdings in several funds or registers, to be combined when calculating voting rights.

The Nomination Board is convened by the Chairman of the Board of Directors, and the Nomination Board elects a Chairman from amongst its members. The Nomination Board shall present its proposal to the Board of Directors by the first day of February preceding the Annual General Meeting.

On 12 September 2017, the owners of Atria’s KII shares and the largest owner of series A shares nominated the following members on the Nomination Board: Jukka Kaikkonen (Lihakunta), Henrik Holm (Pohjanmaan Liha Co-operative), Esa Kaarto (Itikka Co-operative) and Timo Sallinen (Varma Mutual Pension Insurance Company). Jukka Kaikkonen was elected as the Chairman of the Nomination Board and Seppo Paavola, the Chairman of Atria’s Board of Directors, acts as the Nomination Board’s expert member.

The Nomination Board which prepared the proposal for the Annual General Meeting of 2018 convened two times. The Nomination Board submitted its proposals for the Annual General Meeting to be held on 26 April 2018 to the Board of Directors on 19 January 2018. The proposals were published in the form of a stock exchange release on 19 January 2018.

Name Year of birth Education Main occupation Attendance
in meetings

Shareholding on
31 December 2017

Jukka Kaikkonen 1963 Agrologist Farmer 2/2 500
Henrik Holm 1966   Farmer 2/2 430
Esa Kaarto 1959 M.Sc. (Agr.) Farmer 2/2 1,100
Timo Sallinen 1970 M.Sc. (Econ.)

Head of Listed
Securities

2/2 0

 

Charter of the Nomination Board of Atria Plc