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Proposal for the annual general meeting 2018

Proposed resolution on the adoption of principles for the Nomination Committee

The Nomination Committee of Immunovia AB (publ), corporate ID no. 556730-4299, (the “Company”) proposes adoption of the following principles for the Nomination Committee.

 

Duty of the Nomination Committee

The Company should have a Nomination Committee with the duty of consulting on, and submitting proposals for resolution by the Annual General Meeting (AGM), and where appropriate, Extraordinary General Meetings, on matters of election and remuneration, and where applicable, procedural issues for the subsequent Nomination Committee. The Nomination Committee should propose:

  • A Chairman of the AGM;
  • Candidates for the position of Chairman and other members of the Board;
  • Fees and other compensation for work on the Board of Directors to each of the Directors;
  • Fees to members of the Board’s internal Committees;
  • Election and remuneration of the Company’s auditor; and
  • Principles for the Nomination Committee.

In its appraisal of the Board of Directors’ evaluation, and in its proposals, the Nomination Committee should especially consider the requirements of diversity and breadth on the Board of Directors, and the requirement to endeavor to achieve an even gender balance. Regardless of how appointed, Nomination Committee members should protect the interests of all the Company’s shareholders.

 

Members of the Nomination Committee

The Nomination Committee, which is to be appointed for the period until a new Nomination Committee has been appointed, should have four members, of which three should be appointed by the Company’s three largest shareholders in terms of votes and the fourth should be the Chairman of the Board. If the Chairman of the Board is one of the three largest shareholders, in his/her capacity as shareholder, the chairman should place his/her seat on the Committee at the disposal of the Committee, and the next-largest shareholder should be offered the right to appoint a member of the Nomination Committee.

As soon as is reasonably possible after the end of the third quarter, the Chairman of the Board should make contact with the three largest shareholders named in the register maintained by Euroclear Sweden AB at this time in an appropriate manner and request that they state the individual said shareholder wishes to appoint as a member of the Nomination Committee in writing to the Nomination Committee within a period reasonable in the circumstances, although not more than 30 days. If one of the three largest shareholders does not wish to exercise its entitlement to appoint a member of the Nomination Committee, the next shareholder in turn should be offered the entitlement to appoint a member of the Nomination Committee. If several shareholders decline their right to appoint members of the Nomination Committee, the Chairman of the Board does not need to contact more than eight shareholders, providing this is not necessary to create a Nomination Committee with at least three members.

Unless the members agree otherwise, that member appointed by the largest shareholder in terms of votes should be appointed as Chairman of the Nomination Committee. The Chairman of the Board or other Director is not permitted to be Chairman of the Nomination Committee.

If a shareholder that has appointed a representative on the Nomination Committee in the year is no longer one of the Company’s three largest shareholders, the representative elected by such shareholder should leave the Nomination Committee. Instead, a new shareholder among the three largest shareholders becomes entitled to appoint a member of the Nomination Committee independently and according to its own discretion. However, no marginal differences in shareholdings and changes to shareholdings that arise later than three months prior to the AGM should result in any changes to the composition of the Nomination Committee providing there are no special circumstances.

If a member of the Nomination Committee leaves before the Nomination Committee has completed its assignment, due to reasons other than those stated in the above paragraph, that shareholder that appointed such member will be entitled to appoint a replacement independently and according to its own discretion. If the Chairman of the Board leaves the Board, his/her replacement should also replace the Chairman of the Board on the Nomination Committee.

Any changes to the composition of the Nomination Committee must be published immediately.

 

Information on the members of the Nomination Committee

The Chairman of the Board should ensure that the names of the members of the Nomination Committee, and the names of the shareholders that have appointed them, are published on the Company’s website by no later than six months prior to the AGM.

If a member leaves the Nomination Committee in the year, or if a new member is appointed, the Nomination Committee should ensure that such information, including corresponding information on the new member, is published on the website.

 

Shareholder entitlement to submit proposals to the Nomination Committee

Shareholders should be entitled to submit proposals for Directors for consideration by the Nomination Committee. The Nomination Committee should provide the Company with information on how shareholders can submit proposals to the Nomination Committee. Such information should be published on the Company’s website.

As part of his/her work on the Nomination Committee, the Chairman of the Board should keep the Nomination Committee informed on the work of the Board of Directors, the need for special qualifications and competences, etc., which may be significant to the work of the Nomination Committee.

 

Nomination Committee proposals, work and remuneration

When consulting on its proposals, the Nomination Committee should consider that the Board of Directors has an expedient composition considering the Company’s operations, developmental phase and other circumstances, which features diversity and breath in terms of Directors’ competence, experience and background. It should endeavor to achieve an even gender balance.

The Nomination Committee should provide the Company with proposals for Directors in such good time that the Company can present its proposals in the invitation to the shareholders’ meeting where election will be held.

In tandem with issuance of the invitation, the Nomination Committee should publish a reasoned statement regarding its proposals for the Board of Directors’ composition on the Company’s website. The Nomination Committee should especially reason its proposal against the background of the requirement to endeavor to achieve an even gender balance. This statement should also include a short summary of how Nomination Committee work has been conducted. If a departing Chief Executive Officer is proposed as a Chairman of the Board, this must be explained specifically.

The Nomination Committee should ensure that the following information on nominees for election or re-election to the Board of Directors is published on the Company’s website by no later than the invitation to the shareholders’ meeting being sent:

  • Year of birth, main education and professional experience;
  • Assignments for the Company and other significant assignments;
  • Holdings of shares and other financial instruments of the Company personally or by related parties;
  • Whether, according to the Nomination Committee, a member is considered independent of the Company and management, and the major shareholders of the Company. If a member is considered independent when there are circumstances, which according to the Swedish Code of Corporate Governance, could imply that the member should be considered non-independent, the Nomination
  • Committee should explain its standpoint; and
  • On re-election, which year the member was elected to the Board of Directors.

 

The Nomination Committee’s report on its work

At least one member of the Nomination Committee, and whenever possible, all members, should attend the AGM.

At the AGM, or other shareholders’ meetings where elections are held, the Nomination Committee should report on how it has conducted its work and explain its views considering what has been stated above regarding the composition of the Board of Directors. The Nomination Committee should specifically explain the proposal against the background of the above requirement to achieve an even gender division.

 

Remuneration and expenses

The Company should not pay fees to any member of the Nomination Committee. The Company should meet all reasonable costs associated with the work of the Nomination Committee. If necessary, the Nomination Committee can appoint external consultants to identify candidates with relevant experience, and the Company should meet the costs for such consultants. The Company should also provide the staff necessary to support the work of the Nomination Committee.

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