Shareholders' Nomination Board

Raute's AGM 2023 decided to establish a permanent Shareholders' Nomination Board.

The Annual General Meeting on March 30, 2023 decided to establish a permanent shareholders’ nomination board to prepare the election and remuneration of the Board of Directors (the “Nomination Board”) and to confirm the charter for the Nomination Board.

The main terms of the charter are following:

- The duties of the Nomination Board are to (i) prepare and present a proposal to the General Meeting for the number of members of the Board of Directors, (ii) prepare and present a proposal to the General Meeting for the Chair, Vice Chair and other members of the Board of Directors, (iii) prepare and present a proposal to the General Meeting for the remuneration of the members of the Board of Directors (including the Chair and the Vice Chair) in accordance with the remuneration policy for governing bodies, (iv) respond in the General Meeting to the shareholders’ questions concerning the proposals prepared by the Nomination Board, (v) prepare and see to it that the company has up to date principles on the diversity of the Board of Directors and (vi) see to the successor planning for the members of the Board of Directors.
- The Nomination Board has three members. The Chair of the company’s Board of Directors participates in the work of the Nomination Board as an expert without the right to participate in the Nomination Board’s decision making.
- The members of the Nomination Board are appointed by the three largest shareholders, each of whom has the right to appoint one member.
- The number of shares owned by the shareholders is determined on the basis of the company’s shareholder register in accordance with the situation on the last business day of the August preceding the Annual General Meeting, in a manner set forth in more detail in the charter.
- The Nomination Board must make its decisions unanimously. If unanimity cannot be reached, the Nomination Board must inform the Board of Directors of this without delay.
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The Annual General Meeting decided that the appointment of members of the first Nomination Board will be carried out in deviation from the charter as follows:
- The number of shares owned by the shareholders is determined on the basis of the company’s shareholder register in accordance with the situation on the last business day of June 2023.
- The shareholders must present their written requests under sections 2. (a) and (b) of the charter no later than on the last business day of June 2023.
- The chairperson of the Board of Directors requests each of the three largest shareholders to appoint a member to the Nomination Board so that the nomination takes place no later than on the last business day of July 2023.

The charter of the Nomination Board shall be complied with in all other respects also in the appointment of the first Nomination Board.

The term of the members of the first Nomination Board ends upon the appointment of new members of the Nomination Board in 2024.

Charter of the Shareholders' Nomination Board.