Nomination Committee
The Annual General Meeting 2021 resolved that a Nomination Committee should be appointed
as follows: “The Chairman of the Board shall convene the three largest shareholders in the
company, who each nominate a representative to be a member of the Nomination Committee
together with the Chairman of the Board. At the composition of the nomination committee, the
ownership conditions as of June 30, 2021 will determine which are the largest shareholders in
terms of the number of votes. The representative of the largest shareholder in the nomination
committee at this time shall be the chairman of the nomination committee. If one of the three
largest shareholders waives their right to appoint a member to the nomination committee, the
next shareholder in size shall be given the opportunity to appoint a member to the nomination
committee. The names of the three members shall be published when appointed, however, latest
six months prior to the 2022 AGM. The period of mandate of the nomination committee lasts until
such time a new nomination committee has been appointed.”
The Nomination Committee has been formed in accordance with the decision of the Annual
General Meeting and consists of, in addition to the Chairman of the Board of Directors, Peter
Rothschild, Per-Erik Andersson, representative of the company's largest shareholder Annwall &
Rothschild Investments AB, Sebastian Jahreskog, who via Six Sis AG’s ownership is the
company's second largest shareholder, and Jannis Kitsakis, representative of the company's
third largest shareholder, Fjärde AP-Fonden. All members of the nomination committee, except
Peter Rothschild, are independent in relation to the company and company management. Per-
Erik Andersson is chairman of the nomination committee.
The Nomination Committee shall prepare proposals on the following issues to be submitted to
the Annual General Meeting 2022 for resolution:
a) proposal for election of the Chairman of the Meeting
b) proposals of Board members
c) proposal for election of the Chairman of the Board
f) proposal for Board fees
e) proposals for election of the auditor
g) proposal for audit fees
h) proposals regarding nomination committee for the 2023 Annual General Meeting.
All shareholders have had the opportunity to contact the Nomination Committee with proposals
for members to the Board for further evaluation within the framework of its work. No comments
or suggestions have been received by the Nomination Committee to date.
The Nomination Committee submits a written motivation to the Board to the Annual General
Meeting. In its justification, the Nomination Committee takes into account the diversity and
breadth of the Board and strives for an even gender distribution.
Mandate
The 2021 AGM decided on a mandate for the Board to, at one or more instances during the
period until the next AGM, decide to issue class B-shares. The Board may decide to issue
shares deviating from shareholders pre-emptive rights. Shares may be issued with or without
stipulation of contribution in kind, offset, or other conditions in accordance with 13 chapter 5 §
first section 6 of aktiebolagslagen.
Regarding share issue deviating from shareholders pre-emptive rights (directed share issues),
the Board may not make any decisions increasing the share capital in excess of twenty percent
of the share capital at the point in time the mandate first is exercised for a directed share issue.