Instructions for the Nomination Committee
The Nomination Committee for the Annual General Meeting of Wall to Wall Group AB, reg. no. 559309-8790 (the “Company”), shall consist of representatives of the four largest shareholders, based on the shareholder register maintained by Euroclear Sweden AB as of the end of the third quarter of each financial year, along with the Chairman of the Board.
The ownership statistics used to determine which shareholders are entitled to appoint a member of the Nomination Committee shall always be sorted by voting power (grouped ownership) and include the 25 largest owner-registered shareholders in Sweden. An owner-registered shareholder is a shareholder who holds an account with Euroclear Sweden AB in their own name, or a shareholder who holds shares through a nominee account and has had their identity reported to Euroclear Sweden AB.
The member appointed by the largest shareholder in terms of voting power shall be appointed Chairman of the Nomination Committee, provided that this person is not a member of the Board of Directors. The Nomination Committee shall meet the composition requirements set out in the Swedish Corporate Governance Code.
If one or more shareholders who appointed members of the Nomination Committee earlier than three months before the Annual General Meeting cease to be among the four largest shareholders in terms of voting rights, the members appointed by those shareholders shall resign. The shareholder or shareholders that have become one of the four largest by voting rights shall then be entitled to appoint replacements for the resigning members.
However, marginal differences in shareholdings and changes occurring less than three months prior to the Annual General Meeting shall not result in changes to the composition of the Nomination Committee, unless special circumstances apply. If a member resigns before the Committee’s work is completed and the Nomination Committee considers it appropriate to appoint a replacement, such replacement shall be appointed by the same shareholder who appointed the resigning member, or – if that shareholder is no longer among the largest in terms of voting rights – by the next largest shareholder. Any changes in the composition of the Nomination Committee shall be announced immediately.
The composition of the Nomination Committee shall be made public no later than six months prior to the Annual General Meeting, stating which shareholder has appointed each member. No remuneration shall be paid to members of the Nomination Committee. However, the Company shall bear any necessary expenses incurred in connection with the Committee’s work.
The term of office for the Nomination Committee shall extend until the composition of the next Nomination Committee has been announced. The Committee shall safeguard the interests of all shareholders in matters that fall within its mandate in accordance with the Swedish Corporate Governance Code (the “Code”). Without limiting the generality of the foregoing, the Nomination Committee shall submit proposals regarding the Chair of the Annual General Meeting, the Board of Directors, the Chair of the Board, the auditor, directors’ fees with a breakdown between the Chair and other members, remuneration for committee work and other Board assignments, fees to the auditor, as well as the principles for the appointment of the Nomination Committee.