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Catella's Nominatinon Committee

The composition of the nomination committee before the annual general meeting 2023 will be presented well in advance and no later than six months before the annual general meeting.

The nomination committee before the annual general meeting 2022 comprised Eje Wiictorson (Chairman of the nomination committee and appointed by CA Plusinvest AB), Erik Eikeland (appointed by Alcur Fonder) and Mia Arnhult (appointed by M2 Asset Management AB).

The instruction for the nomination committee, adopted by the annual general meeting 2022, is available below.

 

Instruction for the nomination committee

This instruction shall be in force until the general meeting resolves to adopt another instruction for the nomination committee.

How the nomination committee is appointed

The nomination committee in Catella shall consist of three members. In September every year, the chairman of the board shall contact the three largest shareholders, measured by voting rights, assessed on the basis of information from Euroclear Sweden AB and other reliable shareholder information as of the last trading day in August the same year, each of whom shall appoint a representative to form a nomination committee for the time until a new nomination committee has been appointed. If any of the three largest shareholders, measured by voting rights, declines to appoint a member, the next largest shareholder shall be asked. This procedure shall continue until the nomination committee is complete, however, not more than five more shareholders are required to be contacted unless the chairman of the board finds specific reasons for doing so. Each member of the nomination committee is to consider carefully whether there is any conflict of interest or other circumstance that makes its membership of the nomination committee inappropriate before accepting the assignment. The nomination committee is appointed for a term of office from the time when its composition is announced until the next nomination committee is formed. The names of the persons to be included in the nomination committee shall be published on the Company’s website well in advance and no later than six months before the annual general meeting.

The majority of the members of the nomination committee are to be independent of the Company and its executive management. Neither the CEO nor other members of the executive management are to be members of the nomination committee. At least one member of the nomination committee is to be independent of the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in the governance of the Company. Board members may be members of the nomination committee but must not constitute a majority of the nomination committee’s members. If more than one board member is a member of the nomination committee, no more than one of them may be dependent in relation to the Company's major shareholders.

 

Changes in the composition of the nomination committee

If during the nomination committee's term of office one or more of the shareholders who have appointed members of the nomination committee no longer belongs to the major shareholders, members of the nomination committee appointed by them must resign their positions, and the new shareholder or shareholders being among the major shareholders in terms of votes shall be asked in their place, if they want to appoint new members to the nomination committee. However, unless there are special reasons, no changes shall be made to the composition of the nomination committee if only minor changes in the shareholding have taken place, or if the change occurs later than two months before the annual general meeting where proposals from the nomination committee are to be considered. A shareholder who has appointed a member of the nomination committee has the right to dismiss such a member and appoint a new member of the nomination committee. Likewise, if a member at its own request leaves the nomination committee during the term of office, the shareholder who appointed the member has the right to appoint a new member to the nomination committee. Changes in the composition of the nomination committee shall be announced as soon as possible thereafter.

 

The assignment of the nomination committee

The member nominated by the largest shareholder, measured by voting rights, shall summon the nomination committee to an inaugural meeting. At the inaugural meeting, the nomination committee shall appoint a member from the committee to be the chairman of the nomination committee. The chairman of the nomination committee leads and distributes the work of the nomination committee and is responsible for all contacts with Catella. The chairman of the board of directors or any other board member shall not be the chairman of the nomination committee. The nomination committee is quorate if more than half of the members are participating. At the nomination committee's meetings, the chairman of the board of directors shall attend as long as the nomination committee deems it appropriate, however not as a member of the nomination committee.

When fulfilling its assignment, the nomination committee shall comply with applicable laws and regulations, in particular, the Swedish Corporate Governance Code. The nomination nommittee shall apply rule 4.1 of the Swedish Corporate Governance Code as its diversity policy.

The nomination committee shall prepare resolutions to the the general meeting in matters regarding elections and remuneration. The nomination committee shall submit proposals to the general meeting for the following resolutions:

  • election of chairman of the general meeting;
  • resolution on the number of board members to be elected;
  • election of chairman of the board and members of the board;
  • resolution on board fees for the chairman of the board and for each of the other members of the board as well as for work in board committees;
  • resolution on number of auditors;
  • election of and resolution on fees to the auditor; and
  • changes to the applicable instruction for the nomination committee, if deemed necessary.

The nomination committee shall, prior to the general meeting where the election of the board or auditor shall take place, submit a motivated opinion regarding its proposal of the composition of the board of directors, taking into account the nomination committee's diversity policy. The opinion shall also contain a brief report of the nomination committee's work.

The nomination committee shall forward such information to Catella as Catella needs to be able to fulfil its obligation to provide information in accordance with the Swedish Corporate Governance Code. Catella shall, at the request of the nomination committee, provide personnel resources such as the secretarial function in the nomination committee, to facilitate the nomination committee's work. If necessary, Catella shall also pay reasonable costs for external consultants and similar which are deemed necessary by the nomination committee for it to be able to fulfil its assignment. No fees are to be paid to the nomination committee’s members.

 

For more information, please contact:
Johan Claesson 
Chairman of the Board 
E-mail: johan.claesson@claessonanderzen.com 
Mobile: +46 70 547 16 36