Shareholders' Nomination Board

Atria Plc has a Shareholders’ Nomination Board. Atria Plc’s Annual General Meeting on 3 May 2012 established a Nomination Board and confirmed its written rules of procedure. The rules of procedure were amended by the Annual General Meeting on 6 May 2014 and 27 April 2017. In accordance with its charter, the Nomination Board is charged with preparing proposals concerning the remuneration of the Board of Directors and Supervisory Board and the election of the members of the Board of Directors for the next Annual General Meeting.  

Shareholders or their representatives who own Series KII shares are selected 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 Chair of the Board of Directors will serve as an expert member on the Nomination Board.  

If a shareholder does not wish to exercise its right to nominate a member, the right will be transferred to the next largest series A shareholder in accordance with 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 when necessary under the Finnish Securities Markets Act (notification obligation). 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 Chair of the Board of Directors, and the Nomination Board elects a Chair from among its members. The Nomination Board will present its proposal to the Board of Directors by the first day of the February preceding the Annual General Meeting. 

On 10 October 2023, the owners of Atria’s KII shares and the largest owner of series A shares nominated the following members on the Nomination Board: Ahti Ritola (Itikka Co-operative), Jyrki Halonen (Lihakunta), Ola Sandberg (Pohjanmaan Liha Co-operative) and Timo Sallinen (Varma Mutual Pension Insurance Company). Jyrki Halonen was elected as Chair of the Nomination Board, and Seppo Paavola, Chair of Atria’s Board of Directors, serves as an expert member of the Nomination Board.

The Nomination Board, which prepared the proposal for the 2023 Annual General Meeting, convened 2 times. The Nomination Board submitted its proposals for the Annual General Meeting to be held on 23 April 2024 to the Board of Directors on 10 January 2024. The proposals were published by means of a stock exchange release on 10 January 2024.

Charter of the Nomination Board of Atria Plc