Companies that apply the Swedish Code of Corporate Governance are required to form a Nomination Committee. The general meeting of shareholders adopts the principles for the selection of Nomination Committee members and the instructions to the Nomination Committee on how to conduct its activities until the next annual general meeting (“AGM”). All shareholders have the right to propose Board members to the Nomination Committee. Proposals should be addressed to the chairman of the Nomination Committee.
NOMINATION COMMITTEE APPOINTED FOR THE ANNUAL GENERAL MEETING 2020
The Annual General Meeting of Bactiguard Holding AB (publ) was held on Wednesday 28 April, 2020 at the company's headoffice in Botkyrka.
The Nomination Committee for the 2020 Annual General Meeting in Bactiguard Holding AB (publ) consisted of the following members:
Jan Ståhlberg, Chairman of the Board of Directors
Helena Borglund, appointed by KK Invest AB and Chairman of the Nomination Committee
Thomas von Koch, appointed by Bactiguard B.V.
Mats J Andersson, appointed by Nordea Fonder
Per Colleen, appointed by Fjärde AP Fonden
INSTRUCTIONS FOR THE NOMINATION COMMITTEE OF BACTIGUARD HOLDING AB (PUBL) (THE “COMPANY”)
The Nomination Committee proposes the following instructions for the Nomination Committee.
The Nomination Committee shall consist of five members. The chairman of the Board of Directors shall contact the four largest shareholders of the Company, in terms of voting power, pursuant to Euroclear Sweden AB’s print out of the share register on 31 August. Each of these four largest shareholders shall be afforded the opportunity, within a reasonable time, to appoint a member who, together with the chairman of the Board of Directors shall constitute the Nomination Committee. In the event that any of them fail to exercise the right to appoint a member, such a right to appoint a member shall pass to the next largest shareholder in terms of voting power who has not already appointed a member to the Nomination Committee. The chairman of the Board of Directors may not serve as both chairman and a shareholder-appointed member of the Nomination Committee. The chairman of the Nomination Committee shall be the member who represents the largest shareholder in terms of voting power, unless otherwise agreed by the members.
The names of the members of the Nomination Committee shall be published as soon as the Nomination Committee has been appointed, however no later than six months prior to the next annual general meeting. The Nomination Committee is appointed for a term commencing at the time its composition is published until a new Nomination Committee has been appointed.
In the event of any change in the ownership structure of the Company after 31 August but before 12 weeks prior to the next annual general meeting, and provided a shareholder after this change becomes one of the four largest shareholders of the Company in terms of voting power and, submits a request to the chairman of the Nomination Committee to be included in the Nomination Committee, such shareholder shall be entitled, in the discretion of the Nomination Committee, either to appoint an additional member to the Nomination Committee or replace the member appointed by the shareholder with less voting power after the change in ownership.
In the event a member appointed by a shareholder resigns from the Nomination Committee during his/her term of office, or where such a member is prevented from performing his/her duties, the Nomination Committee shall encourage the shareholder who appointed the member to appoint a new member within reasonable time. In the event the shareholder fails to exercise his/her right to appoint a new member, the right to appoint such member shall pass to the next largest shareholder in terms of voting power who has not already appointed a member to the Nomination Committee or who has waived his/her right to appoint a member to the Nomination Committee. Changes in the composition of the Nomination Committee shall be published immediately.
The Nomination Committee shall perform its duties in accordance with these instructions and applicable rules. The duties include, among other things, submitting proposals for:
chairman of the annual general meeting;
chairman and other members of the Board of Directors;
fees payable to the Board of Directors, with a breakdown between the chairman and other members of the Board of Directors, and any compensation for committee work;
where applicable, election of auditors;
fees payable to the auditors; and
any changes in these instructions to the Nomination Committee to the extent deemed necessary.
No fees shall be payable to the members of the Nomination Committee. However, the Company shall bear any reasonable costs associated with the work performed by the Nomination Committee.
These instructions regarding the composition of the Nomination Committee and its work shall apply until otherwise resolved by a shareholder meeting.
Shareholders who wish to make proposals to the Nomination Committee can do so by writing to the Nomination Committee under the following address:
Nomination Committee Bactiguard Holding AB (publ)
146 21 Tullinge
Proposals can also be sent by email to the following address:
valberedningen [at] bactiguard.se ()
In order for the Nomination Committee to be able to address proposals in a constructive manner, they should have been received by January 31, 2021.
The proposals of the Nomination Committee will be presented in the invitation to the Annual General Meeting and at the company’s website.