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Nominating committee

Nomination procedure

The Annual General Meeting held on 29 May 2017 made a resolution on the nomination committee for the 2018 AGM.

The nomination committee proposes that the members of the nomination committee be appointed by the chairman of the board contacting the three largest shareholders in terms of voting rights or the ownership groups in Euroclear Sweden AB’s printout of the shareholder register at September 30, 2017, which shall each appoint a representative who, alongside the chairman of the board, shall comprise the nomination committee for the period until the next AGM has been held or, where applicable, until a new nomination committee has been appointed. If any of the three largest shareholders in terms of voting rights chooses not to exercise its right to appoint a representative, such right shall transfer to the shareholder that, after the aforementioned shareholders, has the largest shareholding until the nomination committee is complete. If a member leaves the nomination committee before its work has been completed a replacement shall be appointed, if deemed necessary, by the shareholder that appointed the leaving member or, if such shareholder is no longer one of the three largest shareholders in terms of voting rights, by such new shareholder that is among this group.

The majority of the members of the nomination committee shall be independent in relation to the Company and the Company’s management. At least one of the members of the nomination committee shall be independent in relation to the largest shareholder in the Company in terms of voting rights or group of shareholders that collaborates on the Company’s administration. The chief executive officer or another person from the Company’s management shall not be a member of the nomination committee. Directors may be included in the nomination committee, but shall not constitute a majority of its members. If more than one director is included in the nomination committee, a maximum of one of these may be non-independent in relation to the Company’s larger shareholders. The nomination committee appoints its chairman within this group. The chairman of the board or another director shall not be the chairman of the nomination committee.

The composition of the nomination committee shall be announced as soon as it has been appointed, and no later than six months prior to the AGM. In the event of changes to the ownership structure after the nomination committee has been appointed, such that one or several of the shareholders that appointed members of the nomination committee are no longer among the three largest shareholders in terms of voting rights, the composition of the nomination committee may be changed using the above principles, if the nomination committee deems this necessary. Changes to the composition of the nomination committee shall be immediately announced.

The task of the nomination committee shall be to prepare proposals prior to the AGM regarding the chairman of the AGM, the number of directors, directors’ fees and auditor’s fees, composition of the board, chairman of the board, principles for the structure of the nomination committee ahead of the 2018 AGM and election of the auditor.

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