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. The Nominations Committee has been set up for an indefinite period. The term of office of the members of the Nomination Board shall expire at the end of the Annual General Meeting following the appointment.

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.

As at 31.12.2024, the Nomination Board comprised the following persons (the body appointing the person to the Nomination Board is indicated in brackets):

During the financial year until 23.4.2024, the Nomination Board also included Ahti Ritola, representing Itikka Cooperative, and Ola Sandberg, representing Pohjanmaan Liha Cooperative.

The Nomination Board met five times during 2024 and the attendance rate of the Nomination Board members was 100%.

Charter of the Nomination Board of Atria Plc