The Nomination Board
The Annual General Meeting on March 21, 2012 decided to establish a Nomination Board as follows:
1. The Annual General Meeting decided to establish a Nomination Board comprising of the shareholders or the representatives of the shareholders to prepare annually proposals concerning the composition and remuneration of the Board of Directors for the next Annual General Meeting.
2. The tasks of the Nomination Board are annually
a. preparation of the proposal for the Annual General Meeting concerning the composition of the Board of Directors;
b. preparation of the proposal for the Annual General Meeting concerning the remuneration of the Board of Directors;
c. identification of successor candidates for the members of the Board of Directors; and
d. presentation of the proposal concerning the composition and remuneration of the Board of Directors to the Annual General Meeting.
3. The Nomination Board shall consist of the four largest shareholders or the representatives of such shareholders and the Chairman of the Board of Directors of Kemira Oyj acting as an expert member. The four shareholders having the most voting rights on August 31 preceding the Annual General Meeting according to the company's shareholders' register maintained by Euroclear Finland Ltd, shall have a right to appoint a member to the Nomination Board. In case a shareholder, who has a duty to disclose certain ownership changes based on the Securities Market Act (disclosure obligation of holdings), presents no later than on August 30 preceding the Annual General Meeting a written demand to the Board of Directors of the company concerning the matter, the shareholdings of such shareholder which are registered in several funds or registers shall be summed up when calculating the voting rights of such shareholder. In case a shareholder does not wish to use his right to appoint a member to the Nomination Board, such right will pass on to the shareholder who according to the shareholder register is the next largest shareholder and who otherwise would not have the appointment right.
4. The Nomination Board shall be convened by the Chairman of the Board of Directors. The Nomination Board shall elect a Chairman among its members.
5. The Nomination Board shall deliver its proposal to the Board of Directors no later than on February 1 preceding the Annual General Meeting.
According to the view of the Board of Directors, it is in the best interest of the company and its shareholders that the biggest shareholders participate in preparing nomination and compensation issues related to the Board of Directors.