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nomination committee

On 30 April 2021, the AGM resolved on principles for appointing the Nomination Committee and instructions for nomination, which are to apply until further notice and include the following:

Principles for appointing the Nomination Committee

The Nomination Committee is to comprise at least three members, one of whom may be the company’s Chairman of the Board. The Chairman of the company is to decide, no later than six months ahead of the AGM, whether they will join the Nomination Committee. If the company’s Chairman is part of the Nomination Committee, the other members are to be appointed by means of the Chairman of the Board, no later than six months ahead of the AGM, offering each of the two largest shareholders in the company — based on Euroclear Sweden AB’s list of registered shareholders as of the last banking day of September of the current year — the possibility to appoint a representative to be a member of the Nomination Committee.

If the company’s Chairman is not part of the Nomination Committee, the members are to be appointed by means of the Chairman of the Board, no later than six months ahead of the AGM, offering the three largest shareholders in the company — based on Euroclear Sweden AB’s list of registered shareholders as of the last banking day of September of the current year — the possibility to appoint a representative to be a member of the Nomination Committee. If a shareholder chooses to waive the entitlement to appoint a member, it is to be transferred to the shareholder who is the next largest owner in terms of shareholding in the company. The Chairman of the Nomination Committee is the member representing the largest shareholder by votes unless the members agree otherwise. However, neither the company’s Chairman of the Board nor any other Board member may serve as Chairman of the Nomination Committee.

At least one of the Nomination Committee’s members is to be independent in relation to the largest shareholder in the company in terms of votes or to a group of shareholders that collaborates with respect to the company’s management. Should a shareholder who is represented in the Nomination Committee reduce their holding so that they are no longer qualified to appoint a member of the Nomination Committee then, if the Committee so resolves, the Committee member appointed by said shareholder is to be dismissed and another one of the company’s shareholders is to be invited to appoint a replacement, according to the terms stated above. Should a shareholder who is not represented in the Nomination Committee increase their holding so that they are qualified to appoint a member of the Committee (and this shareholder has not already been invited to appoint a member of the Nomination Committee based on the situation described in the previous sentence) then, if the Committee so resolves, the shareholder is to be invited to appoint a member without any of the previous members being dismissed. However, the number of members in the Nomination Committee is to never exceed six (6) and in these circumstances, the previously appointed members take precedence. A shareholder who has appointed a member of the Nomination Committee is entitled to replace their appointed member with another member to sit on the Nomination Committee. If a member leaves the Nomination Committee before the new Committee has been appointed, the shareholder who appointed the departing member is entitled to appoint a replacement.

The composition of the Nomination Committee is to be announced no later than six months prior to the AGM. The Nomination Committee’s mandate period extends until a new Nomination Committee has been appointed.

 

Instructions for the Nomination Committee

The Nomination Committee prepares and submits proposals to the general meeting regarding the following: Chairman of the AGM, Board members, Chairman of the Board, Board fees to each of the Board members and the Chairman of the Board, and other remuneration for Board assignments, fees to the company’s auditor and, where applicable, the election of auditors. In addition, the Committee prepares and submits proposals to the AGM regarding principles for the composition of the Nomination Committee.

The Committee is to apply rule 4.1 of the Code as its diversity policy and ensure that the Board of Directors, considering the company’s operations, stage of development and conditions in general, has a suitable composition, characterised by diversity and breadth as regards the elected members’ expertise, experience and background. In addition, the Committee is to strive to achieve an even gender distribution on the Board.

The Committee is to fulfil the duties incumbent on a nomination committee according to the Code. At the request of the Nomination Committee, the company is to provide human resources, such as a secretarial function, to the Nomination Committee to facilitate its work. Upon request, the company is also to assume reasonable costs for the use of external consultants that the Nomination Committee deems necessary to be able to perform its duties.