INSTRUCTION FOR THE NOMINATION COMMITTEE
The Nomination Committee shall have four members, who, in addition to the Chairman of the Board, shall consist of representatives of the three biggest shareholders in terms of voting rights in the company as of August 31 each year, based on the company's list of registered shareholders provided by Euroclear Sweden AB as of this date. The Chairman of the Board shall immediately after the end of August give the three biggest shareholders in terms of voting rights the possibility to appoint members of the Nomination Committee. If any of the three biggest shareholders in terms of voting right waives its right to appoint a member of the Nomination Committee, the next biggest shareholder shall be given the opportunity to appoint a member.
The name of the three owner representatives and the shareholders represented by them shall be published as soon as the members of the Nomination Committee have been appointed and not later than six months prior to the Annual General Meeting. The Chairman of the Board convenes the Nomination Committee to its first meeting. The chairman of the Nomination Committee shall, if the members do not agree otherwise, be the member representing the biggest shareholder in terms of voting rights. If a member leaves the Nomination Committee before the work has been completed, the Nomination Committee shall be entitled to appoint another representative from the same shareholder to replace such member.
If there should be an essential change in the company's owner structure after August 31 but before the date occurring two months prior to the next Annual General Meeting and a shareholder who, after this essential change will constitute one of the three biggest shareholders in terms of voting rights, wishes to become a member of the Nomination Committee, the Nomination Committee shall offer such shareholder the opportunity to become a member of the Nomination Committee either by determining that this shareholder shall replace the shareholder being the smallest shareholder in terms of voting rights of the Nomination Committee after the change, or determine that the Nomination Committee shall be increased by one more member. However, the Nomination Committee shall not consist of more than five members in total.
The period of mandate of the Nomination Committee shall run until a new Nomination Committee has been appointed.
The Nomination Committee shall act in the interest of all shareholders and to the Annual General Meeting or, if needed, the Extraordinary General Meeting, prepare proposals regarding:
- Chairman of the Annual General Meeting
- Number of Board members
- Board members and Chairman of the Board
- Fees to the Board of Directors, allocated between the Chairman and other Board members
- Fees for committee work, if applicable
- Fees to the Auditors
Fees shall not be payable to the members of the Nomination Committee. However, if required, the company shall bear the costs considered necessary by the Nomination Committee in order to fulfil its assignment.
The above principles regarding the company's Nomination Committee shall apply until the Annual General Meeting resolves otherwise.