Pursuant to the Code, the Company must have a nomination committee. The purpose of the nomination committee is to make proposals in respect of the Chairman at annual general meetings, board member candidates, including the position of Chairman, fees and other remuneration for each member of the Board of Directors as well as remuneration for committee work, and election of and remuneration for the external auditor.
The nomination committee, will be composed of representatives of the four largest shareholders or shareholder groups (this includes directly registered and trustee-registered shareholders) who are registered in the share register maintained by Euroclear Sweden as of 31 August each year and the Chairman of the Board of Directors, with the exeption of the nomination committee ahead of the 2022 annual general meeting which will be composed of representatives of the four largest shareholders or shareholder groups (this includes directly registered and trustee-registered shareholders) who are registered in the share register maintained by Euroclear Sweden as of 30 December 2021 and the Chairman of the Board of Directors. The member representing the largest shareholder will be appointed Chairman of the nomination committee. If a change in the Company’s ownership structure occurs after 31 August, but before the date which occurs three months ahead of the next annual general meeting, and if a shareholder that after this change has become one of the four largest shareholders in terms of votes, who are registered in the share register of the Company, makes a request to the Chairman 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 of the nomination committee or to appoint a member who has been appointed by the shareholder who, after the change in the ownership structure, is no longer among the three largest shareholders in the Company in terms of votes. Should a member resign from the nomination committee before its work is completed and the nomination committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder or, if the shareholder is no longer one of the four largest shareholders, the largest shareholder in turn. Changes to the composition of the nomination committee shall be announced as soon as they occur.
The composition of the nomination committee will be announced not later than six months prior to the annual general meeting. No remuneration is payable to the members of the nomination committee. The nomination committee has the right to charge the Company for reasonable expenses that are required for the nomination committee to complete its assignment. The mandate period of the nomination committee will extend until such time as a new nomination committee is announced.