Nomination committee
Gentoo Media has a Nomination Committee responsible for reviewing the size, structure and composition of the Board of Directors, succession planning, the appointment of replacement and/or additional directors, and making recommendations to the Board.
The committee consists of three members representing the company’s largest shareholders as of 31 August 2026. Members are appointed to represent all shareholders. The current members are:
- Katarzyna Garbera, representing MJ Foundation
- Lukasz Borkowski, representing ZJ Foundation
- André Lavold, representing Optimus Invest Limited
Prior to the Annual General Meeting, the Nomination Committee shall comprise representatives of the Company’s three largest shareholders based on votes as of August 31st each year.
The process to appoint members of the Nomination Committees is as follows:
The Chairman of the Board of Directors, either directly or through the Company Secretary, will contact the three largest shareholders as per lists supplied by Euronext and Euroclear on 31 August of each year, or using other sources (such as in the case of nominees) by which the natural or legal persons holding the most number of shares can be identified;
- The three largest shareholders will each be given the opportunity to elect one representative to form the Nomination Committee;
- If any of the three largest shareholders in terms of votes does not exercise the right to appoint a member, the right to appoint a member shall pass to the next member in line that does not already have the right to appoint a member of the nomination committee.
- The Chair of the Nomination Committee shall be the member who represents the largest member in terms of votes, unless the members agree otherwise.
The nomination committee is appointed for a term of office that starts when its composition is announced and ends 31 August of the subsequent year.
The Committee is responsible for reviewing the size, structure and composition of the Board of Directors, succession planning, the appointment of replacement and/or additional directors and for making the appropriate recommendations to the Board of Directors. Despite being appointed by the three largest shareholders, the members of the Nomination Committee shall represent all shareholders.
The Nomination Committee shall make proposals on the following agenda points at the Annual Meeting of Shareholders:
(i) A proposal on the Chairman of the meeting
(ii) A proposal on the composition of the Board of Directors
(iii) A proposal on the Chairman of the Board
(iv) A proposal on fees for the board directors and for the Chairman of the Board
(v) A proposal on remuneration for work in board committees
(vi) A proposal on auditors
(vii) A proposal on fees for the Company’s auditors
(viii) A proposal on the composition of the Nomination Committee
Shareholders can contact the Nomination Committee by email at: [email protected]
