Nomination Committee

Nomination Committee

The meeting held on 20 June 2024 decided to adopt the following principles for the appointment of the nomination committee and instructions for the nomination committee which shall apply until further notice.

Following the company’s IPO, a nomination committee was appointed in March 2025, consisting of Kenneth Andersson (representative of Bra Invest AB) as chairman, Anna Sundberg (representative of Handelsbanken Fonder) and Anders Algotsson (representative of Afa Försäkringar). The nomination committee’s task for the 2025 Annual General Meeting is to propose the chairman and other board members, auditors, meeting chair at the meeting, and board, committee and audit fees. Prior to the 2025 Annual General Meeting, the nomination committee, together with the chairman of the board, has had an introductory meeting and, in addition, a number of contacts between the members of the nomination committee. The Articles of Association do not contain any specific provisions regarding the appointment and dismissal of board members.

In summary, the Nomination Committee must consist of representatives of the three largest shareholders in the Company in terms of voting rights according to the share register maintained by Euroclear Sweden as of the last banking day of December 2024 prior to the 2025 Annual General Meeting (and thereafter as of the last banking day of October each year). In addition to these three members, the Chairman of the Board must be co-opted to the Nomination Committee and must coordinate the procedure for appointing the members of the Nomination Committee. The Nomination Committee must fulfil the composition requirements set out in the Code. If a shareholder waives the right to appoint a member of the Nomination Committee, that right must be transferred to the next shareholder who is not already entitled to appoint a member of the Nomination Committee, in order of voting power, until the Nomination Committee consists of at least three members. If a member appointed by a shareholder resigns from the Nomination Committee during the term of office or if such a member is prevented from fulfilling their duties, the Nomination Committee must invite the shareholder who appointed the member to appoint a new member within a reasonable time. If the shareholder does not exercise the right to appoint a new member, the right to appoint such a member shall be transferred to the next largest shareholder in terms of voting rights who has not already appointed a member. A new Nomination Committee must be appointed as described above if there is a change in the Company’s ownership structure during a financial year that affects who the three largest shareholders in the Company are in terms of voting rights after this change. Unless there are special reasons, no changes may be made to the composition of the Nomination Committee if only marginal changes in ownership have taken place, or if the change occurs later than three months before the general meeting at which proposals from the Nomination Committee are to be considered.

The member appointed by the largest shareholder in terms of voting rights must be the chairman of the Nomination Committee, unless the members agree otherwise. The names of the members and the shareholders they represent must be published without delay on the Company’s website as soon as the Nomination Committee has been appointed for the 2025 Annual General Meeting (and thereafter no later than six months before the relevant next Annual General Meeting). The Chairman of the Board or any other Board member must not be the chairman of the Nomination Committee. The CEO or any other member of the senior management must not be a member of the Nomination Committee. The term of office of the Nomination Committee shall be until a new Nomination Committee is appointed.

No fees shall be paid to the members of the nomination committee. However, the Company must bear reasonable costs deemed necessary for the Nomination Committee to fulfil its remit.
The members of the Nomination Committee, however appointed, shall act in the best interests of all shareholders and shall not disclose the proceedings of the Nomination Committee without authorisation. Before accepting the assignment, any member of the Nomination Committee must carefully consider whether there is a conflict of interest or other circumstances that make it inappropriate to participate in the Nomination Committee.

The Nomination Committee must fulfil the tasks set out in the Code and, according to instructions, prepare the Annual General Meeting’s decisions on elections, remuneration issues and, where applicable, procedural issues for the next Nomination Committee. The Nomination Committee must also make proposals for the election of auditors and their remuneration. When assessing the Board’s evaluation and proposing Board members, the Nomination Committee must pay particular attention to the requirement of Board diversity and breadth and endeavour to achieve gender balance. The Nomination Committee’s proposals must be included in the notice of the Annual General Meeting and, in connection with the Board of Directors’ issuance of the notice, be published on the Company’s website together with the Nomination Committee’s motivated statement and information on how the Nomination Committee has conducted its work.

At least one member of the Company’s Nomination Committee, besides the co-opted Chairman of the Board, must attend the Annual General Meeting and present the reasons for the Nomination Committee’s proposals.

Shareholders are welcome to submit suggestions to the Nomination Committee by email to: valberedning@kbcomponents.com