NOMINATING COMMITTEE

NOMINATION COMMITTEE

Nomination Committee Provisions on the establishment of a nomination committee can be found in the Code. The nomination committee is a body of the general meeting with the sole task of preparing the general meeting’s decision on electoral and remuneration issues and, where applicable, procedural issues of the next nomination committee.

At the extraordinary general meeting held on 31 March 2021, it was resolved to adopt principles for the appointment of and instructions regarding the nomination committee conditional upon the shares of the Company being listed on a marketplace. Provided the aforementioned provision is fulfilled, the principles will apply until otherwise decided by the shareholders’ meeting. It was resolved that the nomination committee shall be comprised of the chairman of the board and three other members to be appointed by the three largest shareholders by votes at the end of the third quarter of each year. Known groups of shareholders are to be included in the expression “the three largest shareholders by votes.” The chairman of the board shall annually contact the shareholders who are entitled to appoint a member.

Should any of the entitled shareholders waive their right to appoint a member to the nomination committee, the right is transferred to the fourth largest shareholder by votes, and so on. There is however no need to contact more than five additional shareholders unless the chairman of the board of directors finds that there are particular reasons to do so. When a shareholder is contacted with a request to appoint a member to the nomination committee the chairman of the board is to issue necessary rules of conduct such as the final day to reply etc.

The names of the members of the nomination committee and the names of the shareholders appointing members shall be made public no later than six months before the annual general meeting. The nomination committee appoints a chairman among its members. The chairman of the board of directors shall not be the chairman of the nomination committee. Should a member resign before the work of the nomination committee is concluded, and if deemed appropriate by the nomination committee, a replacement member shall be appointed by the shareholder that appointed the member who resigned, or, if that shareholder no longer represents one of the three largest shareholders by votes, by the shareholder representing such group. If a shareholder who has appointed a certain member has substantially decreased its shareholding in the Company, and the nomination committee does not deem it inappropriate given a potential need for continuity before an impending general meeting, the member shall resign from the nomination committee and the nomination committee shall offer the largest shareholder who has not yet appointed a member of the nomination committee to appoint a new member.

The nomination committee shall further be composed and perform such tasks that from time to time are stated in the Swedish Corporate Governance Code. The members of the nomination committee shall not receive remuneration from the company. Any costs incurred in connection with the work of the nomination committee shall be paid by the company, provided that they have been approved by the chairman of the board of directors.