Re:NewCell AB applies the Swedish Corporate Governace Code (the “Code”). Companies applying the Code shall have a nomination committee. According to the Code, the shareholders’ meeting shall appoint the members of the nomination committee or resolve on procedures for appointing the members. The nomination committee shall, pursuant to the Code, consist of at least three members of which a majority shall be independent in relation to the Company and the Group Management. In addition, at least one member of the nomination committee shall be independent in relation to the largest shareholder in terms of voting rights or group of shareholders who cooperates in terms of the Company’s management.

At the extraordinary shareholders’ meeting held on 10 July 2020, it was resolved that the nomination committee for the annual shareholders’ meeting shall be composed of the chairman of the board and one representative for each of the three largest shareholders based on ownership of the Company as per the end of the financial year’s third quarter. Should one of the three largest shareholders refrain from appointing a representative to the nomination committee, the right shall pass to the shareholder that, excluding these three shareholders, has the largest shareholding in the Company. The board of directors shall convene the nomination committee. The member representing the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints another member.

If earlier than three months prior to the annual shareholders’ meeting, one or more of the shareholders having appointed representatives to the nomination committee no longer are among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives to the nomination committee. However, unless special reasons apply, no change to the composition of the nomination committee shall be made if there has only been a minor change of ownership or if the change occurs later than three months prior to the annual shareholders’ meeting. Should a member resign from the nomination committee before its work is completed, the shareholder who has appointed the member resigned shall appoint a new member. If such shareholder is no longer among the three largest shareholders, a new member shall be appointed in accordance with the order set out above. Shareholders who have appointed a representative to be a member of the nomination committee shall have the right to dismiss such member and appoint a new representative of the nomination committee.

Changes to the composition of the nomination committee must be announced immediately. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced. The nomination committee shall perform the tasks incumbent on the nomination committee pursuant to the Code.

Nomination committee 2023

The nomination committee, which is appointed in accordance with the principles adopted by the extraordinary general meeting on July 10, 2020, consists of:

  • Per Olofsson, appointed by Girincubator AB and Girindus Investments AB jointly,
  • Nanna Andersen, appointed by H&M Fashion AB,
  • Suzanne Sandler, appointed by Handelsbanken Fonder, and
  • Michael Berg (chairman of the Board of Directors).

Nanna Andersen has been appointed Chairman of the Nomination Committee.

The nomination committee shall, before the Annual General Meeting 2023, prepare a proposal for the election/re-election of chairman and other members of the Board of Directors, the election of chairman of the annual meeting, election of auditors, the determination of fees and matters pertaining thereto.

Shareholders who wish to submit proposals to the nomination committee for the Annual General Meeting on May 16, 2023 can do so by e-mail to nomination@renewcell.com. Proposals shall be submitted to the nomination committee on April 1, 2023, at the latest.