Principles for the Nomination Committee
The Nomination Committee’s work is regulated by the instructions decided at the meeting. The 2021 Annual General Meeting resolved that the Nomination Committee shall consist of four members, who shall consist of representatives of the four largest shareholders registered in terms of votes in the share register kept by Euroclear Sweden AB on 31 August the year before the Annual General Meeting. If shareholders who have appointed a member of the Nomination Committee no longer belong to the four largest shareholders at a time that occurs no later than three months before the Annual General Meeting, the member appointed by this owner shall make his or her seat available. The Nomination Committee may then, if they deem it appropriate, ask the shareholder who has joined the four largest shareholders to appoint a representative to the Nomination Committee. If such a change of ownership occurs during the three months preceding the Annual General Meeting, the composition of the already formed Nomination Committee shall not be changed.
The Chairman of the Board shall, no later than 15 September of the year before the Annual General Meeting, contact shareholders in the company as described above, who shall then be entitled to appoint one member, who should not be a Board member, to the Nomination Committee. If any shareholder refrains from appointing a member, or a member resigns or resigns before the assignment is completed, the Chairman of the Board shall request the next shareholder to appoint a member in turn, whereby no more than a total of ten shareholders need to be consulted, unless required by the Nomination Committee. consist of at least four members. In addition, the Nomination Committee may decide that the Chairman of the Board shall be a member of the Nomination Committee, but not be appointed Chairman.
The chairman who represents the largest shareholder in terms of votes shall be appointed chairman of the nomination committee, unless otherwise agreed. The Chairman of the Board shall convene the Nomination Committee for its first meeting and shall furthermore, as part of the Nomination Committee’s work, report to the Nomination Committee the conditions regarding the Board’s work, need for special competence etc. that may be important for the work of appointing the Board.
Individual shareholders in Gradientech must be able to submit proposals for board members to the Nomination Committee for further evaluation within the framework of its work. Information on the composition of the Nomination Committee shall be published no later than six months before the Annual General Meeting.
No remuneration shall be paid to the members of the Nomination Committee. The Nomination Committee shall have the right to charge the company with costs for recruitment consultants if it is deemed necessary to obtain an appropriate selection of candidates for the Board.
The Nomination Committee shall report on its work at the Annual General Meeting. The Nomination Committee procedure is proposed to apply until further notice and until a new decision is made by the Annual General Meeting.