The Annual General Meeting 2023 resolved on the following principles for the Nomination Committee:
The Nomination Committee, which is to be appointed for the time until a new Nomination Committee has been appointed, shall consist of at least three and no more than four members, of whom at least two and no more than three shall be nominated by the Company’s largest shareholders with respect to voting power and one member shall be the Chairman of the Board of Directors. The chairman shall be the only board member in the Nomination Committee.
Each of the Company’s three largest shareholders determined by percentage of voting rights, shall each be entitled to appoint one member of the Nomination Committee. The largest shareholders shall be determined based on a list of owner-registered shareholders from Euroclear Sweden AB or other reliable ownership information, as of 30 July 2023. If one or some of the three largest shareholders refrain from appointing a member of the Nomination Committee, the Chairman of the Board of Directors shall offer other major shareholders (considering no more than the 20 largest shareholders in the abovementioned list) to appoint a member of the Nomination Committee. If such an offer is made, it shall be made in due order to the other major shareholders (i.e. first to the fourth largest shareholder, thereafter to the fifth largest shareholder, etc.). Unless otherwise agreed between the members, the Chairman of the Nomination Committee shall be nominated by the largest shareholder.
If less than three major shareholders choose to nominate a member of the Nomination Committee, the already appointed members of the Nomination Committee shall have the right but no obligation to jointly appoint additional member(s) of the Nomination Committee within the member requirements provided above. Any additional member(s) shall be independent in relation to the Company, relevant experience for the task and or preferably be familiar with the Company or companies within the same sector/industry as the Company. If less than two major shareholders choose to nominate a member of the Nomination Committee, the right provided in this section shall instead constitute an obligation in order to fulfill the member requirements
No remuneration shall be paid to the members of the Nomination Committee except for any external member(s) that may have been appointed jointly by the other members in accordance with the principles above. Such jointly appointed member(s) shall receive remuneration for work in the Nomination Committee amounting to a fixed fee of SEK 33,000 excluding VAT with an additional fee of SEK 3,000 excluding VAT per extra meeting if the number of meetings of the Nomination Committee exceeds ten (i.e. an additional SEK 6,000 excluding VAT shall be paid if the Nomination Committee holds twelve meetings). The Nomination Committee may also charge the Company for reasonable expenses for travel, administration and possible recruitment costs in connection with work for the Nomination Committee.
The Nomination Committee shall present proposals to the Annual General Meeting 2024 for a) election of chairman of the Annual General Meeting, b) resolution regarding the number of Board members, c) resolution regarding fees to the Chairman of the Board and each of the other Board members (including work in the Board committee d) elections of Board members, e) election of Chairman of the Board of Directors, f) resolution regarding fee to auditor, g) election of auditor, h) resolution regarding principles for appointment of the Nomination Committee and i) resolution regarding principles for the Nomination Committee.
If a member of the Nomination Committee resigns prior to completion of the work, and if the Nomination Committee deems that there is a need to replace the member, the Nomination Committee shall appoint a new member; primarily a member nominated by the shareholder which nominated the resigning member, under the condition that the shareholder remains one of the three largest shareholders in the Company. If the Chairman of the Board resigns from the board, his/her successor shall replace the Chairman of the Board also on the Nomination Committee.
Changes in the Nomination Committee’s composition shall be communicated by the Chairman of the Nomination Committee to the Chairman of the Board as soon as possible. The change shall also be disclosed to the public as soon as possible.
