Shareholders' Nomination Board

The Shareholders’ Nomination Board consists of major shareholders of Anora Group Plc or persons appointed by such shareholders. The Nomination Board prepares, annually, proposals concerning the composition, election and remuneration of the members of the Board of Directors of Anora.

Charter of the Shareholders’ Nomination Board

The charter of the Nomination Board, which has been approved by the General Meeting of Shareholders, regulates the nomination and composition of the Nomination Board as well as defines the tasks and duties of the Nomination Board. The General Meeting of Shareholders decides on material amendments to the charter, such as amendments to the number of the members of the Nomination Board and to the election criteria.

The main points of the Charter of the Shareholders’ Nomination Board

Nomination and Composition of the Nomination Board

The Nomination Board consists of three physical persons nominated by the shareholders as members. The members of the Nomination Board shall represent Anora's three largest shareholders who (i) represent the largest number of votes of all shares in the company on the first banking day of June each year (the “Value Day”) as determined on the basis of the shareholder register of the company maintained by Euroclear Finland Ltd; and (ii) wish to nominate a member to the Nomination Board.

The Chairman and Vice Chairman of the Board act as expert members in the Nomination Board. The Chairman and Vice Chairman of the Board are not official members of the Nomination Board and do not have voting rights, but have the right to attend the meetings of the Nomination Board.

It is the duty of the Chairman of the Board to ask each of the three largest shareholders to nominate one member to the Nomination Board.

If a shareholder, who would have the obligation to notify the company of certain changes in shareholding under the Finnish Securities Markets Act (flagging obligation), presents a written request directed to the Board by the Value Day, the holdings of a corporation or a foundation controlled by such shareholder or such shareholder’s holdings in several funds or registers will be combined when calculating the nomination right. A holder of nominee-registered shares will be taken into account when determining the composition of the Nomination Board if the holder of nominee-registered shares presents a written request concerning the issue directed to the Board by the Value Day.

The composition of the Nomination Board is disclosed by a release by Anora in accordance with market practice and the rules of Nasdaq Helsinki after the composition of the Nomination Board is determined.

The term of the members of the Nomination Board shall end upon the appointment of the following Nomination Board in accordance with this Charter.

>> Stock exchange release on 8 December 2021: Composition of Anora's Shareholder's Nomination Board

Duties of the Nomination Board

The main duty of the Nomination Board is to ensure that the Board and its members represent a sufficient level of expertise, knowledge and competence for the needs of the company and have the possibility to devote sufficient amount of time to attend their duties as members of the Board. The Nomination Board shall pay attention to achieving a good and balanced gender distribution and diversity balance on the Board considering the competence of the Board as a whole. The Nomination Board shall in its work consider the diversity principles of the company.

The Nomination Board has the power and authority to:

1. prepare and to present a proposal to the General Meeting of Shareholders concerning the number of the members of the Board within the limits of the articles of association;

2. prepare and to present a proposal to the General Meeting of Shareholders concerning the members of the Board;

3. prepare and to present proposals to the General Meeting of Shareholders concerning the remuneration of the members of the Board and the Board committees; and

4. seek prospective successor candidates for the members of the Board.

Proposals and Reporting

The Nomination Board shall submit its proposals to the Board at the latest on 31 January each year. Should a matter that is to be prepared by the Nomination Board come up for decision-making at an Extraordinary General Meeting of Shareholders, the Nomination Board shall submit its Proposal to the Board in sufficient time for it to be included in the notice to the General Meeting of Shareholders. The Proposals of the Nomination Board will be disclosed by a release by Anora and included in the notice to the General Meeting of Shareholders.

The Chairman of the Nomination Board shall present the proposals at the General Meeting of Shareholders. Information on the election process and composition of Nomination Board as well as its proposals are published on Anora’s website and in the company’s corporate governance statement.

>> Stock exchange release on 17 January 2022: Proposals by Anora’s Shareholders’ Nomination Board to the Annual General Meeting 2022

Remuneration

The members of the Nomination Board are not entitled to remuneration from the company on the basis of their membership unless otherwise decided by the General Meeting of Shareholders.

For the complete Charter of the Shareholders' Nomination Board, please download the PDF document.