OEM International AB (publ) (the “Company”) shall have a nomination committee consisting of one member appointed by each of the four largest shareholders, based on ownership in the Company on 31 August each year (based on the shareholders’ register maintained by Euroclear Sweden and other reliable ownership information provided to the Company). If any shareholder renounces its right to appoint a member to the nomination committee, such right shall transfer to the shareholder who is the next largest shareholder in the Company. An offer to appoint a member to the nomination committee, as a result of a larger shareholder renouncing its right, can only be directed to the Company’s six largest shareholders in terms of ownership in the Company. The chairman of the Company’s board of directors (the “Board”) shall be co-opted to the nomination committee and shall also convene the first meeting of the nomination committee. The composition of the nomination committee for the annual general meeting shall be announced no later than six months before the annual general meeting.
The member appointed by the largest shareholder shall be appointed chairperson of the nomination committee, unless the nomination committee unanimously appoints someone else. The chairman of the nomination committee shall not be a Board member of the Company.
If earlier than three months prior to the annual general meeting, one or more of the shareholders having appointed a member to the nomination committee no longer are among the four largest shareholders, members appointed by these shareholders shall resign and the shareholders who then are among the four largest shareholders may appoint a member.
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 be appointed by the same shareholder, or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Shareholders who have appointed a member of the nomination committee shall have the right to dismiss such member and appoint a new member of the nomination committee. Changes to the composition of the nomination committee must be announced immediately.
The nomination committee shall prepare the following proposals to be submitted to the annual general meeting for resolution:
• proposal for chairman of the annual general meeting
• proposal for Board members
• proposal for chairman of the Board
• proposal for Board remuneration, divided between the chairman and other Board members as well as remuneration for committee work
• proposal for auditors
• proposal for remuneration to the Company’s auditor, and to the extent deemed necessary, proposal for changes in the current principles for the nomination committee
The nomination committee shall in connection with its duties meet the requirements according to the Swedish Corporate Governance Code. Remuneration shall not be paid to the members of the nomination committee. The Company is to pay any necessary expenses that the nomination committee may incur in its work, for example, costs for external consultants deemed necessary by the nomination committee in order for the nomination committee to fulfil its duties. The term of office for the nomination committee ends when the composition of the following nomination committee has been appointed.