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Principles for the composition of Nobia’s Nomination Committee adopted at the 2008 AGM

1. The Chairman of the Board shall annually convene the company’s four largest
shareholders, based on the shareholders directly registered with VPC or the shareholders owner-grouped by SIS Ägarservice AB, not later than the end of the third quarter, each of whom shall appoint one member of the Nomination Committee. This person should not be a Board member. Should any of the four largest shareholders refrain from their right to appoint a member of the Nomination Committee, the next largest owner shall be presented with the opportunity to appoint a member. Should more than one shareholder refrain from his/her right to appoint a member of the Nomination Committee, no more than the next eight largest owners need be asked to appoint a member, unless required in order for the Nomination Committee to comprise at least three members. In addition, the Chairman of the Board can be appointed a member of the Nomination Committee. The President and other members of company management may not be Nomination Committee members.

2. The Chairman of the Board shall convene the first meeting of the Nomination Committee. An owner representative should be elected as the Chairman of the Nomination Committee. The Nomination Committee shall adopt rules of procedure for its work. The mandate period of the Nomination Committee shall extend until such time as a new Nomination Committee is appointed.

3. The composition of the Nomination Committee shall be published not later than in conjunction with the publication with the company’s interim report for the third quarter. Accordingly, all shareholders will be informed of the persons to contact for nomination issues.

4. The composition of the Nomination Committee is based on the known ownership of the company not later than 30 September of the calendar year in question. Should, after this time, a shareholder who appointed a Committee member no longer be entitled to appoint such a member since the relation between the size of the owners has changed by more than one percentage point, the appointed member shall leave his/her mandate and a new member shall be appointed in accordance with the above. However, new members, except for the Chairman of the Board, shall be appointed after the end of the calendar year in
question only if a previously appointed member leaves his/her assignment, for whatever reason, and the Nomination Committee subsequently comprises fewer than three members, excluding the Chairman of the Board. Changes to the Nomination Committee shall be published immediately.

5. The Nomination Committee shall prepare and present the following proposals to the Annual General Meeting:

  • the election of the Chairman and other members of the company’s Board of Directors,
  • the Board fees, divided between the Chairman and the other members, and any remuneration for Committee work,
  • the election of and fees to auditors and deputy auditors (where applicable)
  • resolution on the principles regarding the composition of the Nomination Committee, etc. (where applicable), and
  • the Chairman of the Annual General Meeting.

6. No remuneration is paid to the members of the Nomination Committee. The Nomination Committee has the right to charge the company with costs associated with, for example, recruitment consultants or other expenses necessary for the Nomination Committee to complete its assignment.

The above-mentioned principles for the composition of the Nomination Committee, etc., shall apply until the Annual General Meeting decides on any changes. It is the duty of the Nomination Committee, prior to the Annual General Meeting, to take a standpoint on whether the Committee finds it necessary to propose any changes to the principles in question, etc. and, where applicable, present a proposal to the Annual General Meeting in accordance with item 5 above.

1 April 2008 HL