Nominating committee

1.1

The Chairman of the Board shall – no later than the end of the third quarter of each year – ensure that the company’s four largest shareholders or shareholder groups in terms of voting rights, are offered the opportunity to each appoint a representative to the Nomination Committee. Documented shareholding via pension or capital insurance may be taken into account. Where one or more shareholders refrain from nominating a member to the nomination committee, one or more additional shareholders in subsequent order of ownership share shall be offered the opportunity to nominate a member to the nomination committee. However, no more than five additional shareholders need to be contacted, unless the Chairman of the Board finds special reason to do so. When a shareholder is contacted with a request to appoint a member to the Nomination Committee, the Chairman of the Board shall specify the required rules of order such as the latest reply date etc.

1.2

The Nomination Committee shall consist of a total of at least three members. The Chairman of the Board convenes the first meeting of the Nomination Committee.

1.3

The composition of the Nomination Committee shall be published as soon as the members have been appointed. The Chairman of the Nomination Committee shall, unless the members of the Committee agree otherwise, be the member who, in terms of voting rights, represents the largest shareholder. The Nomination Committee may deviate from the Swedish Corporate Governance Code in the way that the Chairman of the Board may also be the Chairman of the Nomination Committee. The reason for this is that participation in the Nomination Committee is a central part of the exercise of ownership. The Nomination Committee shall hold its mandate until a new Nomination Committee is appointed. Fees shall not be paid to members of the Nomination Committee.

1.4 

The Nomination Committee may, within itself and by co-opting the required additional member or members, appoint a Nomination Committee specially appointed for the appointment of auditors (according to item 2.1 below). If this occurs, this shall also be published in accordance with what is stated above in this item. In this way, all shareholders will be made aware of which persons to contact in nomination matters.

1.5

A member of the Committee shall leave the Nomination Committee if the shareholder who appointed the member no longer has the substantial share ownership as when the member was appointed. If the Nomination Committee subsequently no longer has at least three members, the Chairman of the Board shall take steps to ensure that a new member is appointed in accordance with the principles set out in item 1.1. However, unless there are special reasons to do so, no changes shall be made to the composition of the Nomination Committee if only minor changes in the number of voting rights have occurred or if such change occurs later than two months before the Annual General Meeting.

1.6

Shareholders who have appointed a representative as a member of the Nomination Committee have the right to dismiss such member and appoint a new representative as a member of the Nomination Committee.

2.1

The Nomination Committee shall prepare and submit proposals to the Annual General Meeting for:

-          election of Chairman of the meeting

-          election of and remuneration for the Chairman of the Board and members of the Board of Directors and, where applicable, other special committees that the Annual General Meeting may decide to appoint

-          election of and fee for auditor and, where applicable, deputy auditor

2.2

The Chairman of the Board shall, in an appropriate manner, notify the Nomination Committee of information on the Board’s competence profile and working methods.

2.3

The company shall, at the request of the Nomination Committee, provide personnel resources such as secretarial assistance to facilitate the Nomination Committee’s work. If necessary, the company shall also be responsible for reasonable costs for, for example, external consultants that the Nomination Committee deems necessary for the Nomination Committee to be able to fulfil its tasks.

3.1

The Nomination Committee shall meet as required in order for it to be able to fulfil its tasks, although at least twice a year. Notice of a meeting is issued by the Chairman of the Nomination Committee, (with the exception of the first meeting, which is convened by the Chairman of the Board). A member of the Committee may request that the Nomination Committee be convened.

3.2

The Nomination Committee has a quorum if at least half of its members participate. However, decisions may not be taken unless, as far as possible, all members have been given the opportunity to participate in the consideration of a matter. The Nomination Committee’s decisions are valid when more than half of the members present vote or, in the event of an equal number of votes, the casting vote is exercised by the chairman of the Nomination Committee.

3.3

An account of the Nomination Committee’s work in the form of proposals and opinions from the Nomination Committee shall be published on the company’s website in a reasonable amount of time before the Annual General Meeting.

4.1

The Nomination Committee shall continuously evaluate these instructions and the work of the Nomination Committee and submit proposals to the Annual General Meeting for such amendments to these instructions as the Nomination Committee has deemed appropriate.