Companies that comply with the Code shall have a Nomination Committee, the purpose of which is to make proposals to the Annual General Meeting in respect of the Chairman of the Annual General Meeting, elections of Board members, Chairman of the Board, and auditor, remuneration of each Board member (divided between the Chairman of the Board and other Board members, and remuneration for committee work), remuneration to the auditor, and to the extent deemed necessary, proposals for amendments to the instruction for the Nomination Committee. At the Extraordinary General Meeting held on 11 February 2021, the following instruction for the Nomination Committee was adopted to apply until further notice, provided that the Company is listed on Nasdaq First North Premier.
The Nomination Committee shall consist of the Chairman of the Board of Directors and one representative of each of the two largest shareholders in RugVista Group in terms of votes based on the share register kept by Euroclear Sweden as of the last banking day in October each year or other reliable ownership information at such time.
The Chairman of the Nomination Committee shall be the member who has been appointed by the largest shareholder in terms of votes, unless the Nomination Committee unanimously appoints another member. The composition of the Nomination Committee, stating which shareholder has appointed each member, shall be announced on the Company’s website no later than six months before the Annual General Meeting. The term of office for the Nomination Committee shall be for the period until a new Nomination Committee has been appointed.
If a shareholder who has appointed a member of the Nomination Committee no longer is among the two largest shareholders in terms of votes at a time that occurs no later than three months before the Annual General Meeting, the member appointed by such shareholder shall resign, and the shareholder who then is among the two largest shareholders in terms of votes, may appoint a representative to the Nomination Committee. If such change in ownership occurs later than three months before the Annual General Meeting or only entails marginal changes in the number of votes, the composition of the already formed Nomination Committee shall not be changed. A shareholder that has become one of the two largest shareholders on account of a more significant change in the number of votes held later than three months before the Annual General Meeting shall, however, be entitled to appoint a representative who shall be invited to participate in the Nomination Committee’s work as a co-opted member.
In the event that a member leaves the Nomination Committee before its work has been completed, a replacement shall be appointed firstly by the shareholder who appointed the member and secondly by the next largest shareholder in terms of votes who has not appointed a member. A shareholder who has appointed a representative as a member of the Nomination Committee has the right to dismiss such member and appoint a new representative as a member. Changes in the composition of the Nomination Committee shall be announced immediately.
The nomination comittee can be contacted through: email@example.com.