Instruction to the Nominating Committee

The chairman should be instructed to contact the three biggest shareholders or shareholder groups in terms of votes according to Euroclear Sweden AB’s printout of the share register on 31 January of the current year, and request them each to appoint one representative to serve on the Nominating Committee.

In the event that any of the three biggest shareholders or shareholder groups has no wish to appoint such a representative, the fourth biggest shareholder or shareholder group shall be requested, and so on, until the Nominating Committee comprises three members. The chairman shall then convene the first meeting of the Nominating Committee.

The Nominating Committee appoints the chairman from among its members. If a member resigns from the Nominating Committee before his/her work is complete, a replacement representing the same shareholder shall take the member’s place, if the committee judges this appropriate. If this shareholder is no longer ranked as one of the three biggest shareholders, a replacement representing the next biggest shareholder shall take the former shareholder’s place. In the event that ownership circumstances otherwise change materially before the work of the Nominating Committee is complete, the composition of the Nominating Committee may be adjusted in a way that the Nominating Committee sees fit. Any change in the composition of the Nominating Committee shall be made public without delay.

No remuneration shall be paid to the members of the Nominating Committee. The Company shall bear any costs incurred through the work of the Nominating Committee. The mandate period for the Nominating Committee shall extend until the composition of the next Nominating Committee is announced.

The composition of the Nominating Committee shall be announced no later than six months before the AGM.

The Nominating Committee shall present proposals concerning the following issues for resolution at the AGM: 

a. proposal for chairman for AGM,

b. proposal for number of members of the Board of Directors,

c. proposal for Board fees, with respective allocations to Chairman and other Board members,

d. proposal for fee to the Company’s auditors,

e. proposal for Board of Directors and Chairman, and

f. proposal for auditor 

The Nominating Committee shall annually evaluate these instructions and principles for the appointment of the Nominating Committee and, if necessary, propose changes thereto to the AGM. The Nominating Committee shall otherwise perform the duties incumbent on the Nominating Committee under the Swedish Code of Corporate Governance.