Re:NewCell AB applies the Swedish Corporate Governance 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 annual general meeting held on 16 May 2023, it was resolved that the nomination committee shall comprise the chairman of the board together with one member appointed by each of the three largest shareholders, based on ownership in the Company as of the end of August. Should any of the three largest shareholders renounce its right to appoint a member to the nomination committee, such right shall transfer to the shareholder who then in turn, after these three, is the largest shareholder in the Company. The chairman of the board shall convene the nomination committee. The member appointed by the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints someone else.
Should a shareholder having appointed a member to the nomination committee no longer be among the three largest shareholders at a point in time falling three months before the annual general meeting at the latest, the member appointed by such shareholder shall resign and the shareholder who is then among the three largest shareholders shall have the right to appoint one member to the nomination committee. Unless there are specific reasons otherwise, the already established composition of the nomination committee shall, however, remain unchanged in case such change in the ownership is only marginal or occurs during the three month period prior to the annual general meeting. Should a member resign from the nomination committee before his or her work is completed, the shareholder who has appointed such member shall appoint a new member, unless that shareholder is no longer one of the three largest shareholders, in which case the largest shareholder in turn shall appoint the substitute member. A shareholder who has appointed a member to the nomination committee shall have the right to discharge such member and appoint a new member.
Changes to the composition of the nomination committee shall be announced immediately. The term of the office for the nomination committee ends when the next nomination committee has been appointed. The nomination committee shall carry out its duties as set out in the Code.