Shareholders' Nomination Board

Investors

Shareholders' Nomination Board

Atria Plc has a Shareholders’ Nomination Board. By its decision of 3 May 2012, the Annual General Meeting established the Nomination Board and approved its written rules of procedure. The rules of procedure were amended by the decision of the Annual General Meeting on 6 May 2014 and again on 27 April 2017. In accordance with the rules of procedure, the Nomination Board prepares proposals to the next Annual General Meeting regarding the remuneration of the members of the Board of Directors and the Supervisory Board as well as the election of the members of the Board of Directors.

Shareholders or their representatives who own Series KII shares are elected for the Nomination Board, as well as the largest holder of Series A shares who does not own Series KII shares, or a representative of such a shareholder. 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 shall also be appointed to 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 as per 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 obligations) 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 the February preceding the Annual General Meeting.

On 3 October 2019, the following members were appointed to the Nomination Board by Atria’s KII shareholders and the largest A shareholder: Juho Anttikoski (Itikka Co-operative), Pasi Korhonen (Lihakunta), Ola Sandberg (Pohjanmaan Liha Co-operative) and Timo Sallinen (Varma Mutual Pension Insurance Company). Juho Anttikoski was elected Chairman of the Nomination Board, and Seppo Paavola, Chairman of Atria’s Board of Directors, is an expert member of the Nomination Board.

The Nomination Board, which prepared the proposal for the 2020 Annual General Meeting, convened twice. On 23 January 2020, the Nomination Board submitted its proposal to Atria’s Board of Directors for the Annual General Meeting to be held on 29 April 2020. The proposals were published as a company announcement on 23 January 2020.

Name Year of birth Education Main occupation Attendance
in meetings

Shareholding on
31 December 2019

Juho Anttikoski 1970   Farmer 2/2 4,000
Pasi Korhonen 1975   Farmer 2/2 0
Ola Sandberg 1981 Agrologist Farmer 2/2 50
Timo Sallinen 1970 M.Sc. (Econ.)

Investment Director

(Head of Listed
Securities)

2/2 0

 

Charter of the Nomination Board of Atria Plc