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 larg- est 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 2021 shall be composed of the chairman of the board and one representative for each of the three largest share- holders 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 appoint- ing 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 sharehold- ers having appointed representatives to the nomina- tion 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’ meet- ing. Should a member resign from the nomination committee before its work is completed, the share- holder 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.
The nomination committee ahead of the annual shareholders’ meeting 2021 comprises Per Olofsson (appointed by Girincubator AB and Girindus Invest- ments AB jointly), Nanna Andersen (appointed by H&M Fashion AB), Boris Gyllhamn (appointed by Almi Invest GreenTech AB) and Mia Hemmingson (chairman of the board).
Shareholders may submit their own nominations to the nomination committee by sending an e-mail to email@example.com.