The nomination committee is formed according to the principles established by the annual general meeting. The nomination committee is responsible for preparing the election of members of the board of directors, and the election of the chairman of the board, fees for of the board of directors and other matters pertaining to the forthcoming annual general meeting.
Pandox's annual shareholders’ meeting on 12 April, 2022 adopted principles for how the nomination committee shall be appointed prior to the 2023 annual shareholders’ meeting.
Ahead of annual shareholders’ meeting 2023, the nomination committee shall consist of members appointed by the four largest shareholders, in terms of votes, listed in the shareholders’ register maintained by Euroclear Sweden as of 31 July 2022 together with the chairman of the board of directors, who will also convene the first meeting of the nomination committee. If a shareholder, who is entitled to appoint a representative to the nomination committee, abstains from appointing a representative, the right to appoint a representative shall pass to the largest shareholder who was previously not entitled to appoint a representative to the nomination committee. The member of the nomination committee that was appointed by the largest shareholder, in terms of votes, shall be appointed chairman of the nomination committee.
If one or more of the shareholders having appointed members of the nomination committee no longer are among the four largest shareholders, in terms of votes, and this occurs earlier than two months prior to the annual shareholders’ meeting 2023, the members appointed by these shareholders shall offer to resign and the shareholders who then are among the four largest shareholders may appoint their representatives. Unless there are special reasons, no changes shall occur in the nomination committee’s composition in the event of a marginal change in voting power or if the change occurs later than two months before the annual shareholders’ meeting.
Should a member resign from the nomination committee before its work is completed and the nomination committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn.
Changes to the composition of the nomination committee must be announced immediately. The composition of the nomination committee shall be announced no later than six months before the annual shareholders’ meeting.
Remuneration shall not to be paid to the members of the nomination committee. The company is, however, to pay any necessary expenses that the nomination committee may incur in its work.
The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.
Shareholders wishing to submit proposals to the Nominating Committee may do so by e-mail to email@example.com or by letter to Pandox AB, Valberedning, PO Box 15, SE-101 20 Stockholm.