Nomination committee

Pursuant to the Swedish Code of Corporate Governance (Sw. Svensk kod för bolagsstyrning) (the ”Code”), the company shall have a nomination committee, the purpose of which is to make proposals relating to the election of chairman for general meetings, candidates for the board of directors, including the election of Chairman of the board of directors, remuneration to members of the board of directors as well as for committee work, election of and remuneration to the auditors and proposals for the composition of the nomination committee for the following annual general meeting.

At the annual general meeting on 14 March 2017 it was resolved to establish a new nomination committee in preparation for the annual general meeting to be held in 2018 as follows.

The nomination committee shall consist of four members – one representative for each of the three largest shareholders with respect to votes at the last day of trading of shares in September, who wish to appoint a member of the nomination committee, as well as the chairman of the board of directors.

The chairman of the board of directors shall, as soon as possible after the information on the three largest shareholders has become known, contact the three largest shareholders to inquire whether they wish to appoint members of the nomination committee. Should any of the three largest shareholders abstain from their right to appoint a member of the nomination committee, the chairman of the board of directors shall offer other large shareholders to appoint members of the nomination committee. In this event, the offer shall be made in the order to the largest shareholders with respect to votes (that is, first to the fourth largest shareholder with respect to votes, thereafter to the fifth largest shareholder with respect to votes etc.). The procedure shall continue until the nomination committee has four members.

The determination of which shareholders are entitled to appoint members of the nomination committee shall be based on the information about shareholding and groups of shareholders in the register of Euroclear at the last day of trading of shares in September. The name of the members and the shareholders they represent shall be made public on the company’s website at the latest six months prior to the annual general meeting. The chairman of the board of directors shall be convenor of the nomination committee’s first convening. At this convening, the nomination committee shall appoint a chairman amongst its members. The chairman of the board of directors shall not be chairman of the nomination committee. The mandate period of the nomination committee shall extend until the next nomination committee is appointed.

In the event that a change of ownership occurs amongst the three largest shareholders with respect to votes, and a shareholder who has not previously had the right to appoint a member of the nomination committee thereby becomes a larger shareholder then one or several of the other shareholders who have appointed a member of the nomination committee (“new major shareholder”), the nomination committee shall, if the new major shareholder requests to appoint a member of the nomination committee, decide that the member of the nomination committee who represents the smallest shareholder with respect to votes shall be dismissed and replaced by a member appointed by the new major shareholder. In the event that a new major shareholder wishes to appoint a member of the nomination committee, the new major shareholder shall give notice of this to the chairman of the nomination committee. The notification shall contain the name of the person that the new major shareholder wishes to appoint as member of the nomination committee.

A shareholder who has appointed a member of the nomination committee has the right to dismiss the member and appoint a new member. If such an exchange takes place, the shareholder shall without delay give notice of this to the chairman of the nomination committee (or, if it is the chairman of the nomination committee who shall be exchanged, to the chairman of the board of directors). The notification shall contain the name of the dismissed member and the person who shall replace him as member of the nomination committee.

In the event that a member of the nomination committee who represents a shareholder resigns prematurely, the nomination committee shall without delay call upon the shareholder who has appointed the member to appoint a new member. If a new member is not appointed by the shareholder, the nomination committee shall offer other larger shareholders with respect to shares, to appoint members of the nomination committee. Such offer shall be made in the order to the largest shareholders with respect to shares (that is, first to the largest shareholder with respect to shares who has not already appointed a member of the nomination committee or previously abstained from the right to do so, thereafter to the second largest shareholder with respect to shares who has not already appointed a member of the nomination committee or previously abstained from the right to do so etc.). The procedure shall continue until the nomination committee is complete. A member who prematurely resigns from his task shall give notice of this to the chairman of the nomination committee (or, if it is the chairman of the nomination committee who shall resign, to the chairman of the board of directors). The nomination committee shall meet the requirements of composition set out in the Code. If the larger shareholders who have the right to appoint members of the nomination committee wish to appoint persons with the consequence that the requirements of composition provided in the Code are not met, the first choice of the larger shareholder shall have precedence over a smaller shareholder. At the appointment of a new member, the shareholder who shall appoint the new member shall consider the composition of the current nomination committee. Changes in the composition of the nomination committee shall made public on the website of the board of directors as soon as they have occurred.

The nomination committee shall fulfil the assignments which, pursuant to the Code, depends on the nomination committee. The company shall bear reasonable costs, for example in relation to external consultants, which the nomination committee considers necessary for the fulfilment of the nomination committee’s assignment.