Nomination Committee

Principles for appointment of the Nomination committee

The nomination committee shall prior to the annual general meeting be composed of (i) two representatives of the shareholders of A-shares and (ii) one representative of each of the two largest shareholders of B-shares, in terms of votes, in the company who are registered in the share register maintained by Euroclear Sweden as of the last banking day in October 2021 for the annual general meeting 2022 (and thereafter as of the last banking day in August each year). In addition to these four members of the nomination committee, the chair of the board of directors shall be a co-opted member of the nomination committee. The nomination committee shall meet the requirements of composition set out in the Code. Larger shareholders shall have precedence to appoint a member over smaller shareholders if the larger shareholder (or the larger shareholders) who have the right to appoint a member of the nomination committee wish to appoint an individual with the consequence that the requirements of composition of the nomination committee provided in the Code are not met. When appointing a new member, the shareholder who appoints the new member shall consider the composition of the current nomination committee.

If the shareholders of A-shares abstain from their right to jointly appoint members of the nomination committee, the right shall pass to the shareholders of B-shares. If any of the two largest shareholders of B-shares abstain from their right to appoint a member of the nomination committee, the right shall pass to other larger shareholders of B-shares in line (that is, first to the largest shareholder of B-shares, in terms of votes, that has not already appointed a member of the nomination committee and thereafter to the second largest shareholder of B-shares, in terms of votes, that has not already appointed a member of the nomination committee etc.). The procedure shall continue until the earlier of (i) ten additional shareholders have been asked or  (ii) the nomination committee is complete.

The name of the members and the shareholders they represent shall be made public on the company’s website as soon as the nomination committee is complete for the annual general meeting 2022 (and thereafter not later than six months prior to each annual general meeting). The chair of the company’s board of directors shall convene the nomination committee to its first meeting. At this meeting, the nomination committee shall appoint a chair amongst the representatives appointed by the shareholders of A-shares (the chair of the board of directors or any other board member shall not be the chair of the nomination committee). In the event of tie votes in the nomination committee, the chair of the nomination committee shall have the casting vote. The mandate period of the nomination committee shall extend until the next nomination committee is appointed. Changes in the composition of the nomination committee shall be made public on the company’s website as soon as they have occurred.

If a change to the company’s ownership structure occurs after the last day of trading in August but before the date which occurs three months ahead of the forthcoming annual general meeting, and if a shareholder that after this change has become one of the two largest shareholders of B-shares, in terms of votes, who are registered in the share register maintained by Euroclear Sweden, makes a request to the chair of the nomination committee to be part of the nomination committee, the shareholder shall have the right, in the discretion of the nomination committee, either to appoint an additional member to the nomination committee or to appoint a member who shall replace the member appointed by the, after the changes in the ownership structure, smallest shareholder, in terms of votes.

A shareholder who has appointed a member of the nomination committee has the right to dismiss the member and appoint a new member. If such an exchange takes place, the shareholder shall without delay give notice of this to the chair of the nomination committee (or, if it is the chair of the nomination committee who shall be replaced, to the chair of the board of directors). The notification shall contain the name of the dismissed member and the person who shall replace the dismissed member as a member of the nomination committee.

A member who prematurely resigns from his or her task shall give notice of this to the chair of the nomination committee (or, if it is the chair of the nomination committee who resigns, to the chair of the board of directors). In such case, the nomination committee shall without delay call upon the shareholder who has appointed the resigned member to appoint a new member. If a new member is not appointed by the shareholder, the nomination committee shall offer other larger shareholders, in terms of votes, to appoint a member of the nomination committee in line (that is, first to the largest shareholder, in terms of votes, who has not already appointed a member of the nomination committee, or previously abstained from the right to do so, and thereafter to the second largest shareholder, in terms of votes, who has not already appointed a member of the nomination committee or previously abstained from the right to do so etc.). The procedure shall continue until the earlier of (i) ten additional shareholders have been asked or (ii) the nomination committee is complete.

No remuneration is to be paid to members of the nomination committee. The company shall, however, defray all reasonable expenses that are required for the work of the nomination committee.

Instruction of the nomination committee

The members of the nomination committee are to promote the common interests of all shareholders and are not to reveal the content or details of nomination discussions unduly. Each member of the nomination committee is to consider carefully whether there is a conflict of interest or any other circumstances that make membership of the nomination committee inappropriate before accepting the assignment.

Tasks of the nomination committee

The nomination committee shall fulfil the tasks set out in the Code and shall, when applicable, present proposals to an upcoming general meeting as regards: 

• Election of the chair of the general meeting.
• The number of members of the board of directors to be elected by the general meeting.
• Election of the chair and the members of the board of directors.
• Fees and other remuneration to each of the elected board members and to the members of the board of directors’ committees.
• Election of the auditor(s).
• Remuneration to the auditor(s).
• Principles for composition of the nomination committee.
• Any changes regarding the instructions for the nomination committee.

The nomination committee has the right, at the company’s expense, to engage external consultants whom the nomination committee considers necessary to fulfil its task.