Nomination Committee
The Nomination Committee will be composed of one member nominated by each of the three largest registered shareholders in terms of voting rights and the Chairman of the Board. The Chairman of the Board will therefore contact the largest registered shareholders in terms of voting rights on the basis of the Company’s list of registered shareholders held by Euroclear Sweden as of the last banking day in August each year or other reliable ownership information provided to the Company at this time. A shareholder who is not registered with Euroclear Sweden and who wishes to exercise their voting rights must notify the Chairman of the Board of Directors and be able to prove their ownership situation. If any of the three largest registered shareholders in terms of voting rights waives their right to nominate a member to the Nomination Committee, subsequent shareholders will be given the opportunity to nominate a member in order of size until the Nomination Committee consists of three members in addition to the Chairman of the Board. When appointing the Nomination Committee, the rules on independence in the Swedish Code of Corporate Governance must be taken into account. The composition of the Nomination Committee will be published as soon as the Nomination Committee has been appointed, which must take place no later than six months before the Annual General Meeting. The Chairman of the Board will convene the Nomination Committee as soon as possible after it has been appointed.
If a shareholder who nominated a member of the Nomination Committee ceases to be a shareholder or is no longer among the largest shareholders in terms of voting rights any earlier than two months before the Nomination Committee’s assignment is completed, the member appointed by such shareholder will, if the Nomination Committee so decides, be replaced by a new member nominated by the shareholder who is the largest shareholder in terms of voting rights not already represented in the Nomination Committee at the time. Should any of the members of the Nomination Committee resign for another reason or cease to represent the shareholder who nominated the member before the Nomination Committee’s assignment is completed, this member will be replaced by a new member nominated by the shareholder if so requested by the shareholder.
The term of office of the Nomination Committee extends until a new Nomination Committee has been appointed. The Nomination Committee’s Chairman must, unless the members agree otherwise, be the member nominated by the largest shareholder in terms of voting rights. Fees will not be paid to members of the Nomination Committee. The Nomination Committee may also co-opt members into the Nomination Committee if deemed appropriate; however, an adjunct member will not have the right to vote in the Nomination Committee.
The Nomination Committee’s duties will be to present proposals before the General Meeting regarding the number of Board members to be elected by the AGM, fees to Board members, Board members, Chairman of the Board, Chair at General Meetings, Company Auditor, Auditor’s fees, instructions for the Nomination Committee and other matters that are the responsibility of the Nomination Committee according to the Swedish Code of Corporate Governance. These instructions will apply until further notice.
The Annual General Meeting for Eolus Vind AB will be held on May 15th 2025.