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 Chairperson of the Annual General Meeting, elections of Board members, Chairperson of the Board, and auditor, remuneration of each Board member (divided between the Chairperson of the Board and other Board members, and remuneration for committee work (if any)), remuneration to the auditor, and to the extent deemed necessary, proposals for amendments to the instruction for the Nomination Committee.
Instruction for the Nomination Committee
Resolved on by the Annual General Meeting May 23, 2024
The Nomination Committee shall consist of the Chairperson of the Board of Directors and one representative from each of the three largest shareholders in Rugvista Group AB (publ) (the “Company”) in terms of votes based on owner-registered shareholders (grouped by ownership) in the share register maintained by Euroclear Sweden AB as of the last banking day in September each year or other reliable ownership information at that time.[1] Shareholders who are not registered in the share register maintained by Euroclear Sweden AB and who wish to exercise their right to participate in the Nomination Committee shall notify the Chairperson of the Board and be able to verify their ownership.
The Chairperson of the Board shall, as soon as possible after the last banking day in September each year, contact shareholders as described above. If any of the three largest shareholders choose to waive their right to appoint a member to the Nomination Committee, or otherwise may be considered to have waived such right, the right shall pass to the next largest shareholder who, after these three shareholders, have the largest shareholding in the Company based on voting rights. The Chairperson of the Nomination Committee shall be the member appointed by the largest shareholder in terms of voting rights, unless the Nomination Committee unanimously appoints another member. The composition of the Nomination Committee, specifying 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 of the Nomination Committee shall be for the period until a new Nomination Committee has been appointed.
The Chairperson of the Board of Directors shall convene the Nomination Committee for its first meeting and shall also, as part of the Nomination Committee’s work, provide the Nomination Committee with information regarding the Board’s work, needs for specific competencies, etc., which may be of importance to the work of the Nomination Committee.
If a shareholder who has appointed a member to the Nomination Committee no longer belongs to the three largest shareholders in terms of voting rights at a time falling no later than three months before the Annual General Meeting, the member appointed by that shareholder shall offer to resign, and the shareholder who has become one of the three largest shareholders in terms of voting rights shall have the right to appoint a representative to the Nomination Committee. If such a change in ownership occurs later than three months before the Annual General Meeting, or only entails marginal changes in voting rights, the composition of the already formed Nomination Committee shall not be changed. However, shareholders who become one of the three largest shareholders in terms of voting rights due to a more significant change in voting rights later than three months before the Annual General Meeting shall have the right to appoint a representative to be co-opted to the Nomination Committee.
In the event that a member leaves the Nomination Committee before its work is completed, a replacement shall first be appointed by the shareholder who appointed the member and secondly by the next largest shareholder in terms of voting rights who has not appointed a member. Shareholders who have appointed a representative as a member of the Nomination Committee have the right to discharge such a member and appoint a new representative as a member. Changes in the composition of the Nomination Committee shall be announced immediately.
All information received by the members of the Nomination Committee within the scope of their assignment or otherwise received from the Company shall be treated as strictly confidential and may not be disclosed to third parties before the information has been made public. The proposals, reports, and opinions of the Nomination Committee shall be communicated to the Company in due time to ensure compliance with the Swedish Corporate Governance Code. No remuneration shall be paid to
the members of the Nomination Committee. The Company shall reimburse reasonable expenses associated with the performance of the Nomination Committee’s duties.
The Nomination Committee shall perform its duties in accordance with the Swedish Corporate Governance Code.
This instruction applies until the General Meeting decides otherwise.
[1] Shareholders who have publicly announced and notified the Company that they have entered into a written agreement to exercise their voting rights jointly in a long-term common position regarding the management of the Company shall be considered as one shareholder
The nomination committee can be contacted through: nomination.committee@rugvistagroup.com
Rugvista Group AB (publ) – Nomination Committee ahead of 2024 Annual General Meeting appointed
The Nomination Committee of Rugvista has been formed in accordance with the company’s instruction for the Nomination Committee as adopted by the Annual General Meeting. The Nomination Committee appointed for Rugvista’s 2024 Annual General Meeting has the following composition:
- Gunnar Mattsson (representative of madHat AB, and chairperson of the Nomination Committee)
- Carl Armfelt (representative of TIN Fonder)
- Martin Benckert (chairperson of Rugvista’s Board of Directors)
The main duties and responsibilities of the Nomination Committee are to present proposals for the chairperson of the Annual General Meeting, the members of the Board, the chairperson of the Board, auditors, Board fees specified by fees to the chairperson and fees to other Board members, as well as fees to the company’s auditor. The Nomination Committee shall also, if necessary, propose changes to the instruction for the Nomination Committee.
Shareholders who wish to submit proposals to the Nomination Committee are welcome to contact the Nomination Committee. The 2024 Annual General Meeting will take place on May 23, 2024. Proposals shall be submitted in due time before the Annual General Meeting and no later than February 5, 2024, to ensure that the proposals can be considered by the Nomination Committee with sufficient care.
Proposals to the Nomination Committee:
Rugvista Group AB (publ), attn. Nomination Committee, Ringugnsgatan 11, SE 216 16 Limhamn, Sweden.
E-mail: nomination.committee@rugvistagroup.com