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Nomination Committee

The Nomination Committee is responsible for preparing and presenting proposals for resolutions ahead of the Annual General Meeting.

At Broviken's General Meeting on 21 May 2026, an instruction regulating how the Nomination Committee is appointed and operates was adopted. According to this instruction, the Nomination Committee shall consist of five members. No later than 1 October prior to the year in which the Annual General Meeting is held, the Chairman of the Board shall contact the four largest shareholders in Broviken. The largest shareholders are determined based on voting rights as of 31 August (according to the share register maintained by Euroclear Sweden AB) prior to the year in which the Annual General Meeting is to be held, in order to establish the composition of the Nomination Committee.

The Nomination Committee's task is to submit proposals to the Annual General Meeting regarding, among other things, the number of Board members, the composition of the Board, and the Chairman of the Board. It shall also propose fees for the Board – divided between the Chairman, other members, and any committee work. In addition, the Nomination Committee is responsible for proposing the Chairman of the Annual General Meeting, the election of auditors and their fees, and any amendments to the Nomination Committee instruction (if applicable).

Ahead of the 2027 Annual General Meeting, the Nomination Committee consists of:

Mattias Klintemar, appointed by The Foundation for Baltic and East European Studies (Östersjöstiftelsen)
Sofie Nyreröd, appointed by Zirkona AB
Anders Månsson, appointed by LMK Forward AB
Thord Wilkne, appointed by Wilgot AB

Mattias Klintemar has been appointed Chairman of the Nomination Committee

 

Shareholders who wish to submit proposals to the Nomination Committee may contact the Nomination Committee by email at valberedningen@broviken.se or by letter to Broviken Gruppen AB, Att: Valberedningen, Gamla Brogatan 34, SE-111 20 Stockholm, Sweden. In order for the Nomination Committee to consider received proposals in a constructive manner, they should be received by the Nomination Committee no later than 31 January 2027.

2026-05-21

Instruction for the Nomination Committee of Broviken Gruppen AB ("the Company")

 

The Nomination Committee's remit

The Nomination Committee's task shall be to present proposals to the next Annual General Meeting regarding
the following matters:

(i) election of the Chairman of the Meeting;

(ii) determination of the number of Board members and the number of auditors;

(iii) determination of fees and other remuneration for the Board, specifying the fee and other remuneration for each of the Board members, as well as fees for the auditor;

(iv) election of the Chairman of the Board, other Board members, and auditor; and

(v) to the extent deemed necessary, proposals for amendments to this instruction for the Nomination Committee.

The Nomination Committee shall assess the Board's self-evaluation. In this assessment and when preparing proposals for the Board, the Nomination Committee shall take into particular account the requirement for versatility and breadth on the Board and strive for an equal gender distribution.

Composition of the Nomination Committee

The Nomination Committee shall consist of five members. The four largest shareholders/shareholder groups in terms of votes (including both directly registered and nominee-registered shareholders) ("Largest Shareholders") in the company as of 31 August of the year prior to the year in which the Annual General Meeting is held, according to the share register maintained by Euroclear Sweden AB or otherwise shown at that time to belong to the Largest Shareholders, are each entitled to appoint one member. In addition, the Chairman of the Board shall be appointed to serve on the Nomination Committee.

Establishment of the Nomination Committee

The Chairman of the Board shall, no later than 1 October of the year prior to the next Annual General Meeting, contact the Largest Shareholders of the company and offer them the opportunity to each appoint one member to the Nomination Committee. If any of these shareholders waives their right to appoint a member, the next shareholder/shareholder group in order of size shall be given the opportunity to appoint a member to the Nomination Committee, and so forth until the Nomination Committee consists of four members.

Independence of the Nomination Committee in relation to the Company

The majority of the members of the Nomination Committee shall be independent in relation to the Company and executive management. The Managing Director or any other member of executive management shall not be a member of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent in relation to the largest shareholder in terms of voting rights in the Company or group of shareholders acting together with respect to the Company's administration. Board members may serve on the Nomination Committee, but shall not constitute a majority of the Nomination Committee's members. The Chairman of the Board or any other Board member shall not serve as Chairman of the Nomination Committee. If more than one Board member is included in the Nomination Committee, at most one of them may be dependent in relation to the Company's major shareholders.

Unless the members of the Nomination Committee agree otherwise, the Chairman of the Nomination Committee shall be the member appointed by the shareholder with the largest number of voting rights.

Changes in ownership among the largest shareholders

If it becomes known that any shareholder who has appointed a member to the Nomination Committee, due to changes in that shareholder's shareholding or due to changes in other shareholders' shareholdings, at a date falling more than two months prior to the Annual General Meeting, no longer belongs to the Largest Shareholders, the member appointed by that shareholder shall, if the Nomination Committee so decides, resign and be replaced by a new member appointed by the shareholder who at that time is the largest registered shareholder not already having appointed a member to the Nomination Committee. If the registered ownership structure otherwise changes substantially before the Nomination Committee's assignment is completed, changes in the composition of the Nomination Committee shall, if the Nomination Committee so decides, occur in accordance with the principles set out above.

Information regarding the composition of the Nomination Committee

Information on the names of the Nomination Committee members shall be published on the company's website no later than six months prior to the Annual General Meeting. If a member has been appointed by a specific shareholder, the name of that shareholder shall also be stated.

If a member leaves the Nomination Committee, information regarding this shall be provided, and if a new member is appointed, corresponding information about that member shall be published.

The website shall also state how shareholders can submit proposals to the Nomination Committee.

Preparation of proposals for the Board of Directors

The Chairman of the Board of the company shall convene the first meeting and ensure that the Nomination Committee, upon request, receives relevant information to evaluate the Board's work.

When the Nomination Committee submits its proposals to the company, it shall also provide the information required for the company to publish information on the proposed Board members on the website, such as:

  • year of birth as well as primary education and professional experience,
  • assignments within the company and other significant assignments,
  • own or related natural or legal persons' holdings of shares and other financial instruments in the company,
  • an assessment of whether the member is independent in relation to the company and executive management as well as major shareholders in accordance with rules 4.4 and 4.5 of the Code, including a justification if independence could be called into question,
  • in the case of re-election, the year the member was first elected to the Board.

Statement regarding proposals for the Board of Directors

The Nomination Committee shall, simultaneously with notifying the Company of its proposals, provide the Company with a reasoned opinion regarding its proposal with reference to rule 4.1 of the Code. The statement shall also contain a brief account of how the Nomination Committee's work has been conducted and specifically describe how, in its work, it has taken into account versatility, breadth, and the pursuit of an equal gender distribution on the Board.

If a departing Managing Director is proposed as Chairman of the Board in close connection with their departure, this shall also be specifically justified in the statement.

The reasoned opinion shall be published on the company's website.

Preparation of proposals for auditor

The Nomination Committee's proposal to the General Meeting regarding the election of the auditor shall include the Audit Committee's recommendation. If the proposal differs from the Audit Committee's recommendation, the reasons shall be stated in the proposal.

Presentation of proposals for the Board and auditor

The Nomination Committee's proposals shall:

  • be presented in the notice convening the General Meeting where the election of the Board or auditors is to take place
  • be presented at the General Meeting where the election of the Board or auditors is to take place
  • be justified on the company's website

Other

This instruction shall be applied in accordance with the Swedish Corporate Governance Code.

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