Shareholders' Nomination Board

Investors

Shareholders' Nomination Board

In accordance with the recommendation 18 b of the Finnish Corporate Governance Code (2015) Atria Plc has a Nomination Board consisting of shareholders of the Company or shareholders’ representatives. The duties of the Nomination Board are to prepare annual proposals concerning the election and the remuneration of the members of the Board of Directors and the remuneration of the members of the Supervisory Board to the following Annual General Meeting.

To the Nomination Board are elected 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. The right to nominate a representative to the Nomination Board is determined on the basis of the shareholder register of the Company maintained by Euroclear Finland Ltd in accordance with the situation on the first banking day of the September preceding the Annual General Meeting. In addition, the Chairman of the Board of Directors is part of the Board as an expert member.

It is the duty of the Chairman of the Board of Directors to ask each of the shareholders of series KII shares (primarily, the managing directors of the cooperatives) and the largest holder of series A shares who does not own series KII shares, in accordance with the holding of the shares on the first banking day of September, to nominate one member to the Nomination Board. If a shareholder does not wish to exercise his or her right to nominate a member, the nomination right will be transferred, in accordance with the shareholder register, to the next largest holder of series A shares who would not otherwise have the nomination right. If a shareholder, who would have the obligation to notify the Company of certain changes in shareholding under the Finnish Securities Markets Act (flagging obligation), presents a written request directed to the Board of Directors of the Company by the end of August, the holdings of a corporation or a foundation controlled by the shareholder or the shareholder’s holdings in several funds or registers will be combined when calculating the voting right. A holder of nominee-registered shares will be taken into account when determining the composition of the Nomination Board if the holder of nominee-registered shares presents a request concerning the issue directed to the Board of Directors of the Company by the end of the August preceding the Annual General Meeting.

A shareholder entitled to nominate may also nominate a member of the Board of Directors or Supervisory Board to the Nomination Board. The Chairman of the Board of Directors acts as a convener of the Nomination Board and the Board elects a Chairman amongst its members so that, in future, the Board meets at the call of the Chairman. The composition of the Nomination Board is disclosed by a stock exchange release in accordance with the market practice after the composition of the Board is settled.

The Nomination Board shall give its proposals to the Board of Directors of the Company on the first day of the February preceding the Annual General Meeting at the latest. When the proposals of the Board have been completed, they are disclosed by a stock exchange release and included in the notice to the General Meeting.

Charter of the Nomination Board of Atria Plc