A proposal by the state of Finland: Appointment of Nomination Committee

Appointment of Nomination Committee

The Prime Minister's Office, which represents the State of Finland in its capacity as a shareholder, will propose that the AGM should appoint a Nomination Committee to prepare proposals covering the members of the Board of Directors and the remuneration payable to Board members for consideration by the following AGM. The Nomination Committee shall comprise representatives of the Company's three largest shareholders and shall also include, as expert members, the Chairman of the Board, together with one member elected by the Board from among its members unaffiliated with any of the Company's major shareholders. The right to appoint the shareholder representatives on the Committee shall lie with the three shareholders holding the largest number of votes associated with all the Company's shares on the second day of November preceding the AGM. In the event that a shareholder does not wish to exercise his right to appoint a member, this right shall be transferred to the next largest shareholder. The Company's largest shareholders shall be determined on the basis of ownership information registered with the book-entry securities system, with the proviso that the holdings of a shareholder, held in a number of separate funds, for example, and who is required under the Securities Markets Act, as part of the flagging requirement, to notify the authorities of changes in the size of his holdings, shall be combined and treated as a single holding if the shareholder concerned informs the Company's Board of Directors of his wish that this should be done in writing by 30 October 2009 at the latest. The Chairman of the Company's Board of Directors shall convene the Committee, and the Committee's members shall appoint a Chairman from among themselves. The Nomination Committee shall present their proposal to the Company's Board of Directors by 1 February prior to the AGM at the latest.