Valid principles for the nomination committee
At the annual general meeting on April 25, 2017, the shareholders adopted the following principles for the selection of the Nomination Committee:
The Board of Directors is proposing that the annual general meeting resolves on a new nomination committee being appointed for the annual general meeting 2018 by the Chairman of the Board contacting the largest shareholder in terms of votes as stated in the share register, or otherwise known, as of 1st September 2017, and requesting that it appoints three members of the nomination committee. The proposal of the largest shareholder in terms of votes for the nomination committee shall then be supported by the second-largest and third-largest shareholders in terms of votes as stated in the share register, or otherwise known, as of 1st September 2017. If they have no objection, the proposal of the largest shareholder in terms of votes shall apply. If the three largest shareholders in terms of votes are unable to agree regarding the composition of the nomination committee, they shall appoint one member each.
The nomination committee consists of the members appointed as above. If a shareholder that appointed a nomination committee member is no longer one of the three largest shareholders of the company in terms of votes, or if a member of the nomination committee leaves the nomination committee prior to the annual general meeting 2018 for any other reason, then in consultation with the three largest shareholders at that point, the members of the nomination committee shall be entitled to appoint another representative of the three largest shareholders in terms of votes to replace such member. The names of the members of the nomination committee and information on the identity of the chairman of the nomination committee shall be disclosed by no later than six months prior to the annual general meeting 2018. The nomination committee shall appoint a chairman internally, who may not be the Chairman of the Board.
The nomination committee shall prepare proposals for submission to the annual general meeting 2018 for resolutions regarding the Chairman of the meeting, Board of Directors, Chairman of the Board, auditor, directors’ fees, audit fees and proposals regarding the nomination committee for the annual general meeting 2018.
Based on the above, the nomination committee have for the 2018 annual general meeting been determined to consist of the following persons whom together represent approximately 20 percent of the number of shares and votes in the Company per September 1st, 2017:
– Sara Ek, representing Sara Ek, Chairman of the Nomination Committee
– Carl Borrebaeck representing Carl Borrebaeck, Chairman of the Board; and
– Astrid Samuelsson, representing Handelsbanken
Fees are not paid to members of the Nomination Committee. However, the Company shall be responsible for expenses deemed by the Nomination Committee as necessary for the performance of the assignment.