Readly

Nomination Committee

The Nomination Committee representes Readly's shareholders and submits proposals for board members and renumerations.

At the annual general meeting on 18 June 2019, the shareholders adopted the following principles for the appointment of the nomination committee. A nomination committee was appointed for the first time in accordance with these principles ahead of the extraordinary general meeting on 17 January 2020. The nomination committee comprises of Jesper Nilsson, appointed by Cleantech Europe II Luxembourg , Mathias Berggren, appointed by Joel Wikell, and Marianne Flink, appointed by Swedbank Robur and the chairman of the board Patrick Svensk. The nomination committee elected Jesper Nilsson as its chairman.

The nomination committee, which is to be appointed for the period until a new nomination committee is appointed, is to comprise four members, three of whom are to be appointed by the Company’s three largest shareholders in terms of voting rights, and the fourth is to be the chairman of the BoD. As soon as reasonably possible after the end of the third quarter, the chairman of the BoD is to take reasonable measures to contact the three largest shareholders[*] in the Company, in terms of votes according to the share register maintained by Euroclear on that date, and request that they name in writing, within a reasonable period of time considering the circumstances but no more than 30 days, the person the shareholder wishes to appoint as a member of the nomination committee. If one of the three largest shareholders does not wish to exercise its right to appoint a member of the nomination committee, the next shareholder in succession will be offered the right to appoint a member of the nomination committee. In the event that several shareholders forgo the right to appoint members of the nomination committee, the chairman of the BoD does not need to contact more than eight shareholders, provided that it is not necessary in order to put together a nomination committee consisting of at least three members.

Provided that nothing has otherwise been agreed on among the members, the member appointed by the largest shareholder will be elected chairman of the nomination committee. Board members may not at any time chair the nomination committee.

If, during the year, a shareholder who has appointed a member of the nomination committee ceases to be one of the Company’s three largest shareholders, the member appointed by said shareholder must resign from the nomination committee. Instead, a new shareholder among the three largest shareholders shall have the right to independently appoint a member of the nomination committee as it thinks best. However, no marginal differences in shareholdings or changes to shareholdings that emerge later than two months prior to the annual general meeting will lead to any changes in the composition of the nomination committee, provided that no special circumstances exist.

If, for reasons other than those indicated in the paragraph above, a member of the nomination committee resigns before the nomination committee has completed its assignment, the shareholder that appointed that member has the right to independently appoint a replacement member as it thinks best. If the chairman of the BoD resigns from the BoD, their replacement will also replace the chairman of the BoD on the nomination committee.

Changes to the composition of the nomination committee must be announced immediately.

*The ownership statistics that will be used must be sorted according to voting power (by shareholder group) and contain the 25 largest registered shareholders in Sweden, meaning shareholders with an account at Euroclear Sweden AB under their own name, or shareholders who hold a depository account with a nominee who has provided the shareholder’s identity to Euroclear Sweden AB.

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