The Shareholders’ Nomination Board of Auroora Group Plc is a body established by the Company’s shareholders. Its task is to prepare annually for the Annual General Meeting, and when necessary for an Extraordinary General Meeting, proposals concerning the election and remuneration of the members of the Company’s Board of Directors. The Nomination Board is responsible for ensuring that, taking diversity into account, the Company’s Board of Directors and its members have expertise, competence and qualifications that meet the Company’s needs.
As of September 10, 2026, the Shareholders’ Nomination Board consists of the following members:
Harri Lamminen
Tommi Walther, Keskinäinen Työeläkevakuutusyhtiö Varma
Antti Rauhala
The duties of the Nomination Board include:
preparing and presenting to the General Meeting a proposal regarding the number of members of the Company’s Board of Directors within the limits set by the Articles of Association;
preparing and presenting to the General Meeting a proposal regarding the remuneration of the members of the Board of Directors for their work both on the Board and on Board committees;
preparing and presenting to the Annual General Meeting a proposal regarding the composition of the Board of Directors;
monitoring the principles concerning the diversity of the Board of Directors;
searching for successor candidates for members of the Board of Directors; and
where necessary, preparing and presenting the Charter of the Nomination Board to the General Meeting, if the Nomination Board proposes to the General Meeting amendments to this Charter other than technical amendments.
No remuneration shall be paid to the members of the Nomination Board for their membership on the Nomination Board. The Company shall, however, reimburse the members of the Nomination Board for reasonable expenses incurred in connection with their work on the Nomination Board, such as travel expenses.
The Nomination Board shall comply in its activities with applicable legislation and other regulations (including the rules of Nasdaq Helsinki and the Corporate Governance Code).
The members of the Nomination Board represent the three largest shareholders of the Company who on the first banking day of September each year hold the largest number of votes conferred by all shares of the Company based on the Company’s shareholder register maintained by Euroclear Nordics Oy. In addition, the Chair of the Company’s Board of Directors is a member of the Nomination Board as an expert member without the right to participate in decision-making.
Please find below the charter of Auroora Shareholders’ Nomination Board.