Scanfil Oyj : Shareholders' Nomination Board Charter

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CHARTER OF THE SHAREHOLDERS' NOMINATION BOARD OF SCANFIL PLC 1 PURPOSE OF THE SHAREHOLDER'S NOMINATION BOARD

The Shareholders' Nomination Board of Scanfil Plc (the "Company") is the Company's shareholders' body responsible for preparing proposals to upcoming annual general meetings and, where necessary, to any extraordinary general meetings concerning the election of the board members and remuneration of the members of the Board of Directors and of board committee members. The Nomination Board is also responsible for ensuring that the Board of Directors and its members have a sufficient level of knowledge and experience that corresponds to the needs of the Company.

The Nomination Board must comply with all applicable laws and the Finnish Corporate Governance Code.

The Nomination Board's charter regulates the election and the composition of the Nomination Board and defines its tasks and responsibilities.

2 ELECTION AND COMPOSITION OF THE NOMINATION BOARD

The Nomination Board has three members. Two of those members are representatives appointed by the two largest shareholders, and the Chair of the Board of Directors is the third member of the Nomination Board.

Each year, those two shareholders that hold the largest share of the votes conferred by all shares in the Company pursuant to the shareholders' register maintained by Euroclear Finland Ltd on the first working day of the September preceding the applicable annual general meeting, will be entitled to appoint members that represent the shareholders. In the event that two or more shareholders hold an equal number of shares and votes, and the representative or representatives nominated by either or all such shareholders cannot be appointed to serve on the Nomination Board, the right to appoint a representative to the Nomination Board will be decided by drawing lots.

In the event that a shareholder has divided its holdings e.g. between several funds and the shareholder is obliged under the Finnish Securities Markets Act to take these holdings into consideration when disclosing any changes in its ownership shares (flagging obligation), all of the holdings of such a shareholder will be taken into consideration when calculating its share of all votes in order to determine whether the said shareholder is entitled to appoint a member to the Nomination Board if the shareholder submits a written request to the Chair of the Board of Directors to that effect on the last working day of the August preceding the applicable annual general meeting.

If a shareholder does not wish to exercise its right of appointment, the right will be transferred to the next largest shareholder that would otherwise not have the right of appointment.

If the holder of nominee registered shares wishes to exercise the right of appointment, they must submit a written request to the Chair of the Board of Directors of the Company no later than last working day of the August to take the shareholder into account in determining the right of appointment and, if necessary, provide a reliable statement of the number of shares they hold on first working day of the September. The statement must be submitted to the Chair of the Board of Directors not later than fifth working day of the September.

The Chair of the Board of Directors will request the two largest shareholders, which will be determined as stated above, to each appoint one member to the Nomination Board.

The Chair of the Board of Directors will convene the first meeting of each term of office of the Nomination Board, and the representative of the largest shareholder, i.e. the shareholder that

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holds the most shares and votes on the first working day of September based on the Company's shareholders' register maintained by Euroclear Finland Ltd, will be appointed as the Chair of the Nomination Board, unless the members of the Nomination Board unanimously decide otherwise. In the event that the representative of the largest shareholder also serves as the Chair of the Company's Board of Directors, they cannot be appointed as the Chair of the Nomination Board, but they can serve as a member thereof as a representative of the said shareholder.

In the event that a shareholder has divested more than half of its shareholding and, as a result of the divestment, no longer constitutes one of the ten largest shareholders of the Company, the appointed representative of such shareholder must resign from their position on the Nomination Board. The Nomination Board may appoint a new member to replace a prematurely vacated seat, and the Nomination Board must decide on appointing new members if the number of Nomination Board members decreases to less than two during the relevant term of office. The Nomination Board must offer the vacated seats to those shareholders that have not appointed a member to the Nomination Board (in order of size, based on the number of votes conferred by all shares in the Company based on the Company's shareholders' register maintained by Euroclear Finland Ltd) by the working day preceding the decision on the completion of the Nomination Board .

Once the Nomination Board has been elected, the Company will make the composition public by means of a release.

The established Nomination Board will operate until further notice, i.e. until the general meeting decides otherwise. The term of office of the members of the Nomination Board will end upon the appointment of the new Nomination Board.

The members of the Nomination Board will not receive any compensation for acting as a member thereof. The members will be compensated for their travel costs in accordance with the Company's travel policy. In order to carry out its duties and where necessary, the Nomination Board may, at a cost approved by the Company, retain the services of external experts.

3 TASKS OF THE NOMINATION BOARD The Nomination Board will

1. prepare and present proposals regarding the remuneration policy concerning the remuneration of the members of the Board of Directors and other matters related to the remuneration thereof to the annual general meeting;
2. prepare and present a proposal regarding the number of members of the Board of Directors to the annual general meeting;
3. prepare and present a proposal to the annual general meeting regarding who should be elected as a member of the Board of Directors and the selection procedure for members of the Board of Directors;
4. seek prospective successors to replace the members of the Board of Directors; and
5. prepare and present for board approval the principles concerning the diversity of the Board of Directors.

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4 TASKS OF THE CHAIR

The Chair of the Nomination Board must direct the work of the Nomination Board in order to ensure that the Nomination Board efficiently achieves the goals set for it while taking into account the expectations of the shareholders and the Company's best interest.

The Chair of the Nomination Board

1. convenes and chairs the meetings of the Nomination Board;
2. ensures that the scheduled meetings of the Nomination Board are held according to schedule; and
3. convenes extra meetings as needed and, in any case, within 14 days of a request presented by a member of the Nomination Board

5 DECISION-MAKING

The Nomination Board will have a quorum when more than half of its members are present. No decision may be made unless all members have been reserved the opportunity to participate in the decision-making and the meeting.

All decisions of the Nomination Board must be unanimous. If the Nomination Board cannot come to a unanimous decision, the Nomination Board shall notify the Board of Directors of the Company that is unable to make a proposal to the annual general meeting.

All decisions of the Nomination Board must be recorded in the minutes of the relevant meeting. The minutes must be dated, numbered and kept in a reliable manner. The Chair of the Nomination Board must sign the minutes together with at least one other member.

5.1 Preparing proposals

The Nomination Board prepares proposals regarding the composition of the Board of Directors to the annual general meeting, and if necessary, to any extraordinary general meetings.

However, irrespective of the above, any shareholder of the Company may also make proposals directly to the annual general meeting in accordance with the Finnish Limited Liability Companies' Act.

The Nomination Board is entitled to receive, in confidence and subject to insider rules, information on the independence of the candidates (or, with regard to new candidates, on any factors that may affect their independence) as well as the findings of the Board of Directors' performance evaluations, insofar as the findings may be relevant when planning the composition of the Board of Directors.

The Nomination Board will assess the performance of the Board of Directors and take the results of such assessments into account in its work as appropriate. The Nomination Board may also seek the contributions of other shareholders when preparing its proposals and retain the services of an external consultant in order to find suitable candidates.

5.2 The qualifications of Board Members

The Company's Board of Directors must have sufficient expertise, knowledge of and competence in the Company's field of business and industry.

As a collective, the Board of Directors must particularly have sufficient knowledge of and competence in

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1. matters relating to the Company's field of business and industry;
2. the management of a publicly listed company of corresponding size, including the disclosure obligations of the listed company;
3. group and financial administration;
4. strategy and corporate acquisitions;
5. internal control and risk management; and
6. corporate governance.

At least one member of the Board of Directors must have expertise in accounting or auditing. In addition, the Nomination Board must take into account the independence and diversity requirements contained in the Finnish Corporate Governance Code, as well as the stock exchange rules applicable to the Company.

The members of the Board of Directors must be able to devote sufficient time to the task. In this assessment, the Nomination Board takes into account, among other things, the full-time position, ancillary positions and any other simultaneous board and positions of trust of the member of the Board of Directors.

5.3 Proposals to the annual general meeting

The Nomination Board must present and justify its proposals to the annual general meeting. The Nomination Board must submit its proposals annually to the Board of Directors at the latest on the 31 day of the January preceding the applicable annual general meeting.

The proposals of the Nomination Board will be published on a stock exchange release and they will be included in the summons to the annual general meeting.

In the event that a matter that must be prepared by the Nomination Board becomes subject to decision-making at an extraordinary general meeting, the Nomination Board must strive to submit its proposal to the Company's Board of Directors in sufficient time for it to be included in the summons to the general meeting.

The Nomination Board must self-evaluate its work and activities on an annual basis and must also present a report on the work performed in the corporate governance statement.

6 CONFIDENTIALITY

The Nomination Board members and the shareholders they represent must keep all information regarding the proposals that will be submitted to the annual general meeting confidential until the Nomination Board has made its final decision and the Company has published the relevant proposals. In addition, the confidentiality obligation of the members of the Nomination Board and the shareholders they represent covers all confidential information obtained in the activities of the Nomination Board and is valid until the Company has published such information.

The Chair of the Nomination Board may, if they deem it necessary, propose to the Company's Board of Directors that the Company conclude a non-disclosure agreement with the relevant shareholder or with the representative appointed by the said shareholder to serve on the Nomination Board.

7 AMENDMENTS TO THIS CHARTER AND AUTHORISATION

The Nomination Board must review this charter annually and submit any proposed changes to the annual general meeting for approval. Any changes to the number of members that serve on

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the Nomination Board or their selection criteria must always be decided by the general meeting. The Nomination Board is authorised to make necessary technical updates and amendments to this charter.

This charter has been drafted in both the Finnish and English languages. In the event of any discrepancies, the Finnish language version will prevail.

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