Nomination Committee

Starbreeze Investor Relations

Nomination committee

The nomination committee prepares and draft a proposal on election of Directors, the Chairman of the Board, the Chairman of the Annual General Meeting and statutory auditors. The nomination committee also present proposals on remuneration of directors and auditors. The Chairman of the Board, nor any other director, is permitted to chair the nomination committee. The term of service for the appointed nomination committee shall extend to the date a new nomination committee is appointed. Fees may be paid to the members of the nomination committee if so resolved by the general meeting.

Procedure for appointment of nomination committee

The Company shall have a nomination committee consisting of, at most, four members, who shall represent, by votes, the largest owners or owner groups, and the Chairman of the Board unless the Chairman is one of the members appointed by the largest owners. The four, by votes, largest shareholders will be contacted based on the company’s list, provided by Euroclear, of registered shareholders as of the last bank day in August. Those shareholders who are not registered with Euroclear and who wish to be represented in the nomination committee, shall submit an application to the Chairman of the Board no later than September 1 and provide evidence of shareholding. When determining who the four, with regards to votes, largest owners are, a group of shareholders shall be considered one owner if (i) considered an owner group by Euroclear, or (ii) has made public and notified the Company in writing that they have agreed, in writing, to through coordinated performance of voting rights take a long-term joint standpoint with regards to the Company’s management.

The Chairman of the Board shall as soon as possible after the end of August convene the four, by votes, largest shareholders of the Company to the nomination committee. If any of the four by votes largest shareholders abstain from their right to elect a member to the nomination committee, the next shareholder in order of magnitude shall be given the opportunity to appoint a member, however, no more than ten shareholders need to be contacted if the nomination committee consists of at least three members appointed by larger owners. The chairman of the nomination committee shall, unless the members agree otherwise, be the member representing the largest shareholder. The names of the members and the names of the shareholders who have appointed them, as well as how the nomination committee can be contacted, shall be made public as soon as the nomination committee has been appointed, which shall take place at least six months before the annual general meeting. The nomination committee’s term extends until a new nomination committee has been appointed. Remuneration shall not be paid to the members of the nomination committee. The Company shall however reimburse appropriate costs referable to the nomination committee’s fulfilment of the assignment.

The nomination committee’s assignment shall be to, before the annual general meeting and, when applicable, an extra ordinary general meeting, present proposals regarding the number of Board members to be elected by the general meeting, remuneration to the Board including committees, the Board’s composition, Chairman of the Board, Chairman of the annual general meeting, election of auditors and auditors’ remuneration and, when applicable, proposals on changes to this instruction regarding appointment of the nomination committee and other assignments which follow from the Swedish Corporate Governance Code. The shareholder who has appointed a member of the nomination committee has the right to dismiss such member and appoint a new member to the nomination committee. In case of a material change in the ownership of the Company, the nomination committee’s composition shall change in accordance therewith. If the change takes place later than two months before the annual general meeting, the nomination committee can instead decide to adjourn a member appointed by the new larger owner. Changes to the nomination committee’s composition shall be made public as soon as they are made.