Cramo's Extraordinary General Meeting, which was held on 17 June 2019, resolved to establish a Shareholders’ Nomination Committee of Adapteo to prepare, annually or otherwise when appropriate, proposals concerning the composition, election and remuneration of the members of the Board of Directors of Adapteo. The EGM also resolved to approve the Charter of the Shareholders’ Nomination Committee in accordance with the proposal by the Board of Directors of Cramo. The establishment of the Shareholders’ Nomination Committee and the Charter of the Shareholders’ Nomination Committee entered into force upon the registration of the execution of the demerger on June 30, 2019.
The main purpose of the Nomination Committee is to ensure that the Board and its members represent a sufficient level of breadth of qualifications, expertise, knowledge and competence for the needs of the company and have the possibility to devote sufficient amount of time to attending their duties as members of the Board. The Nomination Committee shall pay attention to achieving a balanced gender distribution and diversity balance on the Board considering the competence of the Board as a whole. The Nomination Committee shall in its work consider the diversity principles of the company.
The Shareholders’ Nomination Committee shall consist of four members, being the Chairman of the Board of Directors of Adapteo and three members representing Adapteo’s largest shareholders as per the last business day of September preceding the next Annual General Meeting of Shareholders, as determined on the basis of the shareholder register of Adapteo maintained by Euroclear Finland and the register of shareholders maintained by Euroclear Sweden.
If a shareholder who would have the obligation to notify Adapteo of certain changes in shareholding under applicable shareholding notification rules (flagging obligation), presents a written request directed to Adapteo’s Board of Directors by the last business day of each September, 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 to the extent reasonably possible when determining the composition of the Nomination Committee if the holder of nominee-registered shares presents a written request concerning the issue directed to Adapteo’s Board of Directors by the last business day of each September.
Each shareholder entitled to nominate a member to the Nomination Committee shall endeavour to elect a person who has the qualifications and experience necessary to meet the responsibilities and duties of the Nomination Committee. The term of office of the members of the Nomination Committee shall end upon the appointment of the following Nomination Committee.