Instruction to the Nomination Committee

(Last amended at the 2020 Annual General Meeting)

 

1. The company shall have a nomination committee with no less than four members. One member shall be the chairman of the board of directors, or a board member nominated by the chairman

2. Based on the shareholding statistics received by the company from Euroclear Sweden AB as per the last bank day of August following the annual general meeting of shareholders, the nomination committee shall, without unnecessary delay, identify the four largest shareholders by voting power of the company[1].

3. As soon as reasonably feasible, the nomination committee shall, in a suitable manner, contact the identified four largest shareholders and request them, within reasonable time, however not exceeding 30 days, to provide in writing to the nomination committee the name of the person that the respective shareholder wishes to appoint as a member of the nomination committee.

Should a shareholder, among the four contacted, abstain from its right to appoint a member or fail to appoint a member within the prescribed time, the right to appoint a member shall transfer to the subsequent largest shareholder by voting power provided such shareholder has not already appointed a member of the nomination committee or previously abstained from such right.

4. The chairman of the nomination committee shall be the member that represents the largest shareholder(s) by voting power, provided the nomination committee does not unanimously resolve to appoint another member. Notwithstanding the foregoing, neither the chairman of the board of directors nor a member of the board of directors may be appointed as the chairman of the nomination committee.

5. As soon as all the members and the chairman of the nomination committee have been appointed, the nomination committee shall inform the company to that effect and also provide required information on the members and chairman of the nomination committee including the name of the appointing shareholder(s). The company shall, without unnecessary delay, make public the constitution of the nomination committee by releasing a separate press release and post the information on the company’s web site not later than six months ahead of the annual general meeting of shareholders.

6. The nomination committee shall be considered appointed and its mandate period shall start when the information has been released in a separate press release. The mandate period of the nomination committee extends for the period until the next nomination committee has been appointed and its mandate period starts, see item 2–5 above.

7. The nomination committee shall remain unchanged unless:

a) a member wishes to resign prematurely, in the case of which such a request shall be sent to the chairman of the nomination committee (or in case it is the chairman who wishes to resign, to another member of the nomination committee) and the receipt imply that the request has been effected, or

b) a nominating shareholder wishes to change its representative on the nomination committee against another person, in the case of which such a request (containing the two relevant names) shall be the sent to the chairman of the nomination committee (or in case it is the chairman who shall resign, to another member of the nomination committee) and the receipt imply that the request has been effected, or

c) a shareholder becomes one of the four largest shareholders by voting power (the new larger shareholder) and makes a written request to nominate a new member of the nomination committee, in which case the nomination committee shall resolve to increase the nomination committee with the member nominated by the new larger shareholder, except that if the nomination committee determines that only minor changes in shareholding have occurred or that a change in composition would not be made in sufficient time before the relevant general meeting, it may decide that the nomination committee shall not be changed, or

d) the nomination committee, to reflect the ownership structure in the company, at its own discretion resolves to offer places on the nomination committee to a shareholder with a substantial shareholding (provided that such shareholder has not already appointed a member of the nomination committee) and receipt of a written nomination from such shareholder imply that the request has been effected.

8. Should the nomination committee at any point in time consist of less than four members, the nomination committee shall nevertheless be authorized to fulfil its assignment according to this instruction.

9. The nomination committee shall perform its assignment in accordance with this instruction and applicable rules.

The assignment includes provision of proposals for:

  • chairman at the annual general meeting of shareholders;
  • chairman of the board of directors and other members of the board of directors appointed by the annual general meeting of shareholders;
  • fees payable to non-employed members of the board of directors;
  • when applicable, election of auditor and fees payable to the auditor; and
  • to the extent deemed necessary, amendments to this instruction for the nomination committee.

10. No remuneration shall be paid to the members of the nomination committee. However, the company shall bear the reasonable expenses of the nomination committee.

11. This instruction for the nomination committee applies until the general meeting of shareholders resolve otherwise.


 

[1] The shareholding statistics used shall be sorted by voting power (grouped by owners) and cover the 25 largest in Sweden direct registered shareholders, i.e. shareholders having registered an account with Euroclear Sweden AB in their own name or shareholders holding a custody account with a nominee that have reported the identity of the shareholder to Euroclear Sweden AB.