Nomination Committee

It is the task of the Nomination Committee to prepare and propose the election of a Chairman of the Annual General Meeting, Board members, Chairman of the Board, auditor, and remuneration to Board members and an auditor.

Principles for the Nomination Committee

The Nomination Committee’s work is regulated by the instructions decided at the meeting. At the Annual General Meeting in May 2023, the Annual General Meeting resolved as follows regarding the appointment of the Nomination Committee, which shall operate until the composition of a new Nomination Committee has been announced, for the preparation and presentation of proposals to the shareholders at the Annual General Meeting regarding the election of Board members, the Chairman of the Board and, where applicable, the auditor as well as remuneration to the Board of Directors, members of Board committees and auditor.

The Nomination Committee shall consist of four members, who shall consist of representatives of the four largest registered shareholders in terms of voting rights in the share register maintained by Euroclear Sweden AB on 31 August of the year preceding 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 date that falls no later than three months before the Annual General Meeting, the member appointed by this owner shall make his seat available. The Nomination Committee may then, if it deems appropriate, ask the shareholder who has been added among the four largest shareholders to appoint a representative to the Nomination Committee. If such change of ownership occurs during the three months preceding the Annual General Meeting, the composition of the already formed Nomination Committee shall not change.

The Chairman of the Board shall, no later than September 15 of the year preceding the Annual General Meeting, contact shareholders in the company as described above, who may then appoint one member each, 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 has been completed, the Chairman of the Board shall request the next shareholder in turn to appoint one member, whereby no more than a total of ten shareholders need to be asked, unless this is required for the nomination committee to 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 appointed Chairman. The Chairman of the Nomination Committee shall, unless the Nomination Committee agrees otherwise, be appointed the member representing the largest shareholder in terms of votes. The Chairman of the Board shall convene the Nomination Committee for its first meeting and shall also, as part of the work of the Nomination Committee, report to the Nomination Committee the circumstances regarding the Board’s work, need for special expertise, etc. that may be of importance for the work of appointing the Board.

Individual shareholders in the Company shall 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 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 general meeting.