Shareholders’ Nomination Board
CapMan Plc’s Annual General Meeting decided in 2018 to establish a Shareholders' Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors and remuneration of the members of the Committees of the Board of Directors to the next Annual General Meeting and, if needed, to Extraordinary General Meeting.
The Shareholders’ Nomination Board replaces the Nomination Committee nominated by the Board of Directors. The Annual General Meeting also accepted a Charter for the Nomination Board. The Shareholders' Nomination Board shall serve until further notice. The term of office of the members of the Shareholders’ Nomination Board expires annually after the new Shareholders' Nomination Board has been nominated.
The Nomination Board shall include the representatives nominated by the four largest shareholders as well as the Chairman of the Board of Directors of CapMan Plc, who shall serve as an expert member. The Chairman of the Board of Directors of CapMan Plc will not take part in the decision-making of the Shareholders’ Nomination Board.
A shareholder, who has distributed holdings into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in share of ownership, may have such holdings combined in the calculation of the share of votes which determine the nomination right, if the shareholder makes a written request to such effect to the Chairman of the Board of Directors on the 31st of August preceding the Annual General Meeting, at the latest.
If a holder of nominee registered shares wishes to use the right to nominate, a reliable account of the number of shares in the ownership must be presented on the first workday of September preceding the Annual General Meeting. The account shall be submitted to the Chairman of the Board of Directors on the fourth workday of September, at the latest.