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 General Meeting held on May 20, 2022 the following instruction for the Nomination Committee was adopted to apply until further notice.
The Nomination Committee shall consist of the Chairperson of the Board of Directors and one representative of each of the two largest shareholders in RugVista Group AB (publ) (the “Company”) in terms of votes based on the share register kept by Euroclear Sweden AB as of the last banking day in September each year or other reliable ownership information at such time.
The Chairperson of the Board of Directors shall, as soon as practically possible after the last banking day in September each year, contact the shareholders in accordance with above. If any of the two largest shareholders chooses to waive their right to appoint a member to the Nomination Committee, or otherwise may be considered to have waived such a right, the right shall be transferred to the shareholder who, after these two shareholders, has the largest shareholding in the Company in terms of votes. The Chairperson 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.
The Chairperson of the Board of Directors shall convene the first meeting of the Nomination Committee and shall further, as part of the work of the Nomination Committee, report to the Nomination Committee the circumstances regarding the work of the Board of Directors and the needs of certain competences etc., which may be of importance for the work of the Nomination Committee.
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 due to a more significant change in the number of votes 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.
All information that the members of the Nomination Committee receive within the framework of their assignment or otherwise receive from the Company shall be treated strictly confidential and may not be revealed to any third party before the information has been made public. The Nomination Committee’s proposals, statements and opinions shall be communicated to the Company in reasonable 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 costs associated with the performance of the Nomination Committee’s duties.
The Nomination Committee shall act on the basis of what is incumbent on it in accordance with the Swedish Corporate Governance Code.
This instruction applies until the General Meeting resolves otherwise.
 For the purposes of determining who constitute the two largest shareholders in terms of voting rights, a group of shareholders shall be deemed to constitute one shareholder if they (i) have been organized as a group in the Euroclear system or (ii) have made public and notified the Company that they have reached a written agreement to adopt a long-term common approach to the management of the Company by exercising their voting rights in a coordinated manner.
The nomination committee can be contacted through: email@example.com.