Companies applying the Code shall have a nomination committee. According to the Code, the shareholders’ meeting shall appoint the members of the nomination committee or resolve on procedures for appointing the members. The nomination committee shall, pursuant to the Code, consist of at least three members of which a majority shall be independent in relation to the Company and the Group Management. In addition, at least one member of the nomination committee shall be independent in relation to the largest shareholder in terms of voting rights or group of shareholders who cooperates in terms of the Company’s management.
At the extraordinary general meeting in the Company on 7 May 2021 it was resolved that the nomination committee shall be composed of representatives of the chairman of the board and representatives for the company’s three largest shareholders based on Euroclear Sweden’s transcript of the share register as per 31 August 2021. The chairman of the board of directors shall convene the nomination committee. The member representing the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints someone else. Should a shareholder having appointed a representative to the nomination committee no longer be among the three largest shareholders, three months before the annual general meeting at the latest, the representative appointed by such shareholder shall resign and the shareholder who is then among the three largest shareholders shall have the right to appoint one representative to the nomination committee. If a member resigns from the nomination committee before his or her work is completed and if deemed appropriate by the nomination committee, the shareholder who has appointed such member shall appoint a new member. If such shareholder is no longer one of the three largest shareholders, a member shall be appointed by the shareholder who has become one of the three largest shareholders. A shareholder who has appointed a representative to the nomination committee shall have the right to discharge such representative and appoint a new representative.
Changes to the composition of the nomination committee shall be announced immediately.
No remuneration shall be paid to the members of the nomination committee. The company shall assume such necessary costs which the nomination committee may have for its work. The mandate period for the nomination committee shall extend until a new nomination committee has been appointed. The nomination committee shall fulfil its duties incumbent upon it under the Swedish Corporate Governance Code.