Shareholders’ Nomination Board

Canatu’s Shareholders’ Nomination Board prepares proposals to the Annual General Meeting, and if necessary, to the Extraordinary General Meeting, on the number, election and remuneration of the members of the Board of Directors and ensures that the Board of Directors and its members have sufficient expertise, competence and experience to meet the needs of the company.

The Shareholders’ Nomination Board consists of four members, representing the four largest shareholders. Each of the four largest shareholders is entitled to appoint one member to the Shareholders’ Nomination Board. The number of votes held by each shareholder of all shares are determined based on the shareholders’ register as per the situation on the first banking day of October each year. The Chair of the Board of Directors shall request each of the four largest shareholders to each appoint one member to the Shareholders’ Nomination Board by the last day of November each year.

In addition, shares that are included in a shareholder’s holdings and proportion of voting rights calculated in accordance with Chapter 9, Sections 5 and 6 of the Finnish Securities Markets Act and nominee-registered shares are considered in the determination of the largest shareholders, if they make such request and notify their shareholdings to the Board of Directors in writing by 30 September each year. The request must include sufficient evidence of title to the nominee-registered shares or of the obligation to take holdings into account under the Finnish Securities Markets Act. If a shareholder does not wish to use its right of appointment, the right would be transferred to the next largest shareholder that would otherwise not have the right of appointment.

The Chair of the Board of Directors convenes the first meeting of each term of office of the Shareholders’ Nomination Board, and the representative of the largest shareholder are appointed as the Chair of the Shareholders’ Nomination Board, unless the members of the Shareholders’ Nomination Board unanimously decide otherwise. In the event that the representative of the largest shareholder also serves as the Chair of Canatu’s Board of Directors, he/she cannot be appointed as the Chair of the Shareholders’ Nomination Board, but he/she can serve as a member thereof as a representative of the shareholder. The Chair of Canatu’s Board of Directors participates in the Shareholders’ Nomination Board’s work as an expert without having a right to participate in the decision-making of the Shareholders’ Nomination Board.

The term of office of the members of the Nomination Board expires annually upon the appointment of new members of the Shareholders’ Nomination Board. The members of the Shareholders’ Nomination Board will not receive any compensation for acting as a member thereof. The members will be compensated for their travel costs in accordance with Canatu’s travel policy. In order to carry out its duties and where necessary, the Shareholders’ Nomination Board may, at costs approved by Canatu, retain the services of external experts.