Principles of the nomination committee

The nomination committee for the Annual General Meeting of Wall to Wall Group AB, corporate identity number 559309-8790 (the “Company”) shall represent the four largest owner-registered shareholders in terms of number of votes listed in the share register kept by Euroclear Sweden AB as of the end of the third quarter of each of the Company’s financial years, and include the Chairman of the Board.

 

The ownership statistics used to determine who shall have the right to appoint a member of the nomination committee shall consistently be sorted by voting power (ownership groups) and include the 25 largest owner-registered shareholders in Sweden. An owner-registered shareholder is a shareholder who has an account with Euroclear Sweden AB in their own name or a shareholder who holds a custody account with a nominee and has had their identity registered with Euroclear Sweden AB.

 

The chairman of the nomination committee shall be the member appointed by the largest shareholder in terms of number of votes, provided that the member is not a member of the Board of Directors. The nomination committee shall meet the composition requirements set out in the Code.

 

If one or more shareholders who have appointed members to the nomination committee earlier than three months before the Annual General Meeting cease to be one of the four largest shareholders in terms of number of votes, members appointed by these shareholders shall make their seats available and the shareholder or shareholders who are added to the four largest shareholders in terms of number of votes shall have the right to appoint a replacements for the departing members.

However, no marginal differences in shareholdings and changes in shareholdings that occur later than three months before the Annual General Meeting shall lead to any changes in the composition of the nomination committee, unless there are exceptional circumstances. In the event that a member leaves the nomination committee before its work is completed and the nomination committee finds it desirable to appoint a replacement, such replacement shall be appointed by the same shareholder who appointed the departing member or, if said shareholder is no longer one of the largest shareholders in terms of number of votes, by the shareholder who, in terms of the number of votes held, is next in line. Changes to the composition of the nomination committee must be published immediately.

 

The composition of the nomination committee shall be published no later than six months before the meeting, indicating which individual owner has appointed a particular member. No remuneration shall be paid to the members of the nomination committee. However, any necessary expenses for the work of the nomination committee shall be borne by the Company.

 

The nomination committee’s term of office runs until the composition of the next nomination committee is published. The nomination committee shall safeguard the interests of all the Company’s shareholders in matters that fall within the scope of the nomination committee’s tasks in accordance with the Code. Without limitation to the above, the nomination committee shall submit proposals for the Chairman of the Annual General Meeting, the Board of Directors, the Chairman of the Board of Directors, the auditor, the Directors’ remuneration, with a division between the Chairman and the other members, as well as remuneration for committee work and other remuneration for Board assignments, remuneration to the Company’s auditor, and principles for the appointment of the nomination committee.