Corporate Governance > Shareholders’ Nomination Board
Following the proposal by the Board of Directors, the 2026 AGM decided to establish a permanent Shareholders’ Nomination Board.
In accordance with the main provisions of the Shareholders' Nomination Board's charter, the Shareholders’ Nomination Board shall consist of one representative of each of the company’s four largest shareholders and the Chair of the Board of Directors of the company, who shall act as an expert member.
The right to appoint a member belongs to the four shareholders who hold the largest number of votes conferred by all shares in the company, based on the company’s shareholder register on June 30 of the calendar year preceding the next calendar year’s Annual General Meeting. The Chair of the Board of Directors shall request the aforesaid four largest shareholders to each nominate one member to the Nomination Board. In case two shareholders own an equal amount of shares and votes and representatives of both shareholders cannot be appointed to the Nomination Board, the decision shall be made by drawing lots.
If a shareholder does not wish to use their right to appoint a member, the right transfers to the next largest shareholder.
If a shareholder, who has an obligation under the Finnish Securities Markets Act (arvopaperimarkkinalaki) to notify certain changes in ownership (flagging obligation), submits a written request to the Chair of the Board of Directors by June 30th of the calendar year preceding the next calendar year’s Annual General Meeting, the holdings registered in various funds or registers of such a shareholder are combined when calculating the voting rights.
Should a holder of nominee-registered shares wish to use its nomination right, the shareholder shall present a credible report of the number of shares held on June 30 of the calendar year preceding the next calendar year’s Annual General Meeting. The report must be submitted to the Chair of the Board of Directors no later than the eighth banking day of the relevant calendar year in July.
The Shareholders’ Nomination Board must submit its proposals to the Board of Directors by January 31 prior to the Annual General Meeting.
The Shareholders' Nomination Board shall be established for the time being, until the General Meeting decides otherwise. The term of the members of the Nomination Board expires annually when the next Nomination Board has been appointed.