Nomination committee

According to the Code, the Company must have a nomination committee which purpose is to submit proposals regarding the chair of shareholders’ meetings, board member candidates (including the chairman), fees and other remuneration for each board member and remuneration for committee work, the election and remuneration of external auditors, and proposals on the nomination committee for the next annual shareholders’ meeting.

At the extraordinary shareholders’ meeting held on November 14, 2016, the meeting resolved that the nomination committee shall for the annual general meeting 2017, be composed of representatives of the three largest shareholders listed in the shareholders’ register maintained by Euroclear Sweden as of January 31, 2017, together with the chairman of the board of directors, who will also convene the first meeting of the nomination committee. The member representing the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints someone else. If earlier than three months prior to the annual general meeting, one or more of the shareholders having appointed representatives to the nomination committee no longer are among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives. Should a member resign from the nomination committee before its work is completed and the nomination committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Changes to the composition of the nomination committee must be announced immediately.

The composition of the nomination committee for the annual general meeting shall be announced no later than six months before that meeting. Remuneration shall not be paid to the members of the nomination committee. Edgeware is to pay any expenses that the nomination committee may incur in its work. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.