Nomination committee

On October 12, 2020, the Extraordinary General Meeting of CDON adopted instructions for the composition and work of the Company’s nomination committee. According to these instructions, the nomination committee shall consist of three members appointed by the three largest shareholders in the Company in terms of votes on the last banking day in August. Due to the fact that the first trading day in the Company's shares on First North will fall after the last banking day in August during the relevant calendar year, the Chairman of the Board shall, prior to the Annual General Meeting immediately following the listing, contact the three largest shareholders in the Company in terms of votes on the last banking day of the calendar month in which the Company's shares was admitted to trading on First North. If any of the three largest shareholders in terms of votes does not exercise the right to appoint a member, the right to appoint such a member passes to the next largest shareholder by number of votes who does not already have the right to appoint a member of the nomination committee.

The Chairman of the nomination committee shall be the member who represents the largest shareholder in terms of the number of votes, unless the nomination committee decides otherwise. The Chairman of the Board shall be invited to the nomination committee's meetings when the nomination committee deems it appropriate. The majority of the nomination committee's members shall be independent in relation to the Company and the company management. The CEO and other members of the company management shall not be a member of the nomination committee. At least one of the members of the nomination committee must be independent in relation to the largest shareholder in the Company in terms of votes or a group of shareholders who collaborate on the Company's administration. Board members may be members of the nomination committee, but shall not constitute a majority of its members. If more than one board member is included in the nomination committee, no more than one of them may be dependent in relation to the Company's major shareholders.

The names of the members of the nomination committee shall be published as soon as the nomination committee has been appointed, and no later than six months before the next Annual General Meeting. Prior to the Annual General Meeting immediately following the listing of the Company's shares on First North, the names of the members of the nomination committee shall be announced no later than 31 January. The nomination committee is appointed for a term that lasts from the time its composition is published until a new nomination committee is appointed.

If there is a change in the Company's ownership structure after the last banking day in August, but before the nomination committee's complete resolution has been published, and if a shareholder who after this change has become one of the three largest shareholders in the Company makes a request to the nomination committee's chairman to be entered into in the nomination committee, this shareholder shall have the right, after the approval of the nomination committee, to appoint an additional member of the nomination committee.

Shareholders who have appointed a member of the nomination committee have the right to replace that member with another person. If a member appointed by shareholders resigns from the nomination committee during the term of office, or if such a member is prevented from fulfilling his or her duties, the nomination committee shall urge the shareholder who has appointed the member to appoint a new member within a reasonable time. If the shareholder does not exercise the right to appoint a new member, the right to appoint such a member passes to the next largest shareholder in terms of the number of votes, who has not already appointed or abstained from appointing a member of the nomination committee. Changes in the composition of the nomination committee shall be published as soon as they have taken place.

According to the instructions, the nomination committee has the task of submitting proposals to the Annual General Meeting on issues such as the number of board members and the composition of the board, including the chairman of the board, as well as proposals for the board's remuneration, with a division between the chairman and other members. The nomination committee shall also submit a proposal for Chairman of the Annual General Meeting and the election of auditors and their remuneration, as well as proposals for any changes in the current instructions for the nomination committee. The nomination committee's proposal shall be submitted to the Company through its Chairman of the Board well ahead of the Company issuing its notice of the Annual General Meeting.