Last edited: 29.3.2019

Shareholders Nomination Board

Shareholders’ nomination board

The General Meeting 2019 resolved that a shareholders’ nomination board shall be established in order to prepare proposals concerning the election and remuneration of the Board Members as well as the remuneration of the members of the various Board committees that will be submitted to future Annual General Meetings and to any Extraordinary General Meetings where necessary. In addition, the General Meeting resolved that the work schedule of the shareholders’ nomination board, which is appended as an Appendix 1 of the Board’s proposal, is approved. The work schedule of the shareholders’ nomination board is available on the company’s website at https://www.robitgroup.com/?investor=corporate-governance/general-meeting.

The shareholders’ nomination board shall be comprised of representatives appointed by the company’s four largest shareholders.

Each year, those four shareholders that hold the largest share of the votes conferred by all shares in the company on the first working day of the September preceding the applicable Annual General Meeting pursuant to the shareholders’ register maintained by Euroclear Finland Ltd will be entitled to appoint members that represent the shareholders. The Chair of the Board of Directors will request the four largest shareholders, which will be determined as stated above, to each appoint one member to the shareholders’ nomination board. In the event that a shareholder has divided its holdings e.g. between several funds or its holdings are registered in several registers and the shareholder is obliged, under the Finnish Securities Markets Act, to take these holdings into consideration when disclosing any changes in its ownership shares (flagging obligation), all of the holdings of such a shareholder will be taken into consideration when calculating its share of all votes in order to determine whether the said shareholder is entitled to appoint a member to the shareholders’ nomination board if the shareholder submits a written request to the Chair of the Board of Directors to that effect on the 31st day of the August preceding the applicable Annual General Meeting.