The instruction for the Nomination Committee was adopted by the Extra General Meeting on 30 June 2025.
Instruction for the Nomination Committee
The Nomination Committee shall be composed of representatives of the four largest shareholders in the Company in terms of voting rights based on shareholder statistics from Euroclear Sweden AB as of the last banking day of September each year and other reliable ownership information provided to the Company at the said time, and the Chairman of the Board of Directors. If one or more of the shareholders who have appointed representatives to the Nomination Committee earlier than three months before the Annual General Meeting are no longer among the four largest shareholders in terms of voting rights, the representatives appointed by these shareholders shall resign, and the shareholders who thereafter belong to the four largest shareholders in terms of voting rights may appoint their representatives. However, if only a marginal change of ownership has taken place or if the change occurs later than three months before the Annual General Meeting, there shall be no change in the composition of the Nomination Committee, unless there are special reasons. However, shareholders who have become one of the four largest shareholders as a result of a significant change in ownership later than three months before the meeting shall be entitled to appoint a representative who shall be entitled to take part in the work of the Nomination Committee and attend its meetings. If a member leaves the Nomination Committee before its work is completed and the Nomination Committee finds that there is a need for replacing this member, the Nomination Committee shall appoint a new member in accordance with the principles above, but based on shareholder statistics from Euroclear Sweden AB and other reliable shareholder information as soon as possible after the member has left his/her position. Changes in the composition of the Nomination Committee shall be announced immediately.
The Chairman of the Board of Directors is instructed to contact the four largest shareholders in terms of voting rights and ask them to each appoint one member to the Nomination Committee. If any of these shareholders does not wish to appoint a member, other shareholders in order of size are asked to appoint a representative to the Nomination Committee. The Chairman of the Board of Directors shall convene the first meeting of the Nomination Committee each year. The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member representing the largest shareholder in terms of votes. The Chairman shall have a casting vote. The names of the members of the Nomination Committee and the names of the shareholders they represent shall be published on the Company’s website no later than six months before the next Annual General Meeting. The term of office of the appointed Nomination Committee shall run until the composition of the new Nomination Committee has been announced.
The Nomination Committee shall prepare and present proposals for the Annual General Meeting in respect of the following items:
- Chairman of the Annual General Meeting,
- election of the Chairman and other members of the Board of Directors,
- board remuneration divided between the Chairman and other members and any remuneration for committee work,
- election and remuneration of the auditor, and
- to the extent deemed necessary, proposal regarding amendments to this instruction.
The Nomination Committee shall be entitled to charge the Company with costs for, for example, recruitment consultants and other costs required for the Nomination Committee to fulfill its assignment. No remuneration shall be paid for the work of the Nomination Committee.This instruction applies until the general meeting resolves to adopt a new or modified instruction.