The Nomination Committee proposes that the Annual General Meeting resolves that the Nomination Committee for the AGM 2020 should be appointed according to the following principles:
The Annual General Meeting instructs the Chairman of the Board to contact the three largest shareholders or the owner groups in terms of voting rights (herewith refers to both registered shareholders and nominee registered shareholders) in the Company, according to Euroclear Sweden AB’s printing of the share register as of August 31, 2019, and invite them to appoint one representative each. In addition to the Chairman of the Board, the Nomination Committee is appointed for the period until a new Nomination Committee has been appointed according to the mandate from the next Annual General Meeting. If one of the three largest shareholders or owner groups does not wish to appoint a representative, the fourth largest shareholder or the owner group shall be asked and so on until the Nomination Committee consists of four members (including the chairman of the board).
Information about the names of the members of the Nomination Committee must be submitted no later than six months before the Annual General Meeting 2020 on the Company’s website. If a member leaves the Nomination Committee before its work is completed and if the Nomination Committee considers that there is a need to replace this member, the Nomination Committee shall appoint a new member according to the above principles, but based on Euroclear Sweden AB’s printing of the share register as soon as possible after the member left the Nomination Committee. Changes in the composition of the Nomination Committee shall be made public immediately.
The Nomination Committee shall submit proposals for decisions on the following issues for the Annual General Meeting 2020:
a) Election of Chairman of the Meeting;
b) Determination of the number of directors;
c) Determination of fees and other remuneration to the Board, with division between the Chairman and other members;
d) Determination of fees to auditors;
e) Election of Board members and Chairman of the Board and Vice Chairman of the Board;
f) Election of auditors; and
g) Decisions on principles for the establishment of the Nomination Committee and its work prior to the Annual General Meeting in 2020.