Nomination committee

Instruction and rules of procedure for the Nomination Committee of AroCell AB (publ)

The Board of Directors of AroCell AB (publ), org. No. 556596-6107 (“the Company”), proposes that the Annual General Meeting on June 15, 2018 make a decision to adopt the following proposal for instruction and rules of procedure for the Nomination Committee.

  1. The Nomination Committee shall be appointed in accordance with the instructions of the Annual General Meeting below.
  2. The Nomination Committee shall consist of four members.
  3. The three largest shareholders who are registered with Euroclear Sweden AB on the last of September have the right to appoint a committee member each. In addition, the Chairman of the Board shall be included in the Nomination Committee. The Chairman of the Board calls for the first meeting. The Chairman of the Board shall not be the Chairman of the Nomination Committee. The Chairman of the Board shall not have the right to vote in the Nomination Committee.
  4. If the chairman of the board represents one of the company’s three largest shareholders, or if a shareholder refrains from appointing a representative, the next largest shareholder in the order of magnitude shall be entitled to appoint a representative in the nomination committee.
  5. In the case of known significant changes in ownership that take place earlier than eight weeks before the Annual General Meeting, the composition of the Nomination Committee shall be changed in accordance with the principles stated above.
  6. The Nomination Committee is deemed to have been appointed and its term of office commenced with the publication of the Nomination committee members. The term of office runs until the next nomination committee has been appointed and its term of office begins.
  7. Fees to members of the Nomination Committee shall not be paid. However, compensation is payable for reasonable expenses in connection with the assignment.
  8. No later than 6 weeks before the Annual General Meeting, the Nomination Committee shall submit proposals regarding:

– Chairman of the Meeting,

– chairman and other board members,

– fees to the chairman and other board members,

– if applicable, election of auditor and remuneration to auditor and

– if necessary, changes to this instruction and rules of procedure for the Nomination Committee.

 

Adopted at the Annual General Meeting 2018-06-15