Nominating committee
The Annual General Meeting of Samtrygg Group AB (publ), held on March 6, 2024, resolved to establish a nominating committee (Sw; valberedning) and adopt a nominating committee instruction as outlined below. The nominating committee is expected to present proposals as outlined below for the first time before the 2025 Annual General Meeting. Shareholders who wish to submit proposals to the nominating committee may do so via email to ir@samtrygg.se.
Nominating committee
The nominating committee shall consist of three members tasked with presenting proposals to the subsequent Annual General Meeting regarding:
the number of board members and auditors
remuneration for board members and auditors
election of the Chairman of the Board
election of other board members
election of auditors
any amendments to the nominating committee instruction below.
Nominating committee instruction
The Chairman of the Board shall not be a member of the nominating committee but shall be responsible for convening the nominating committee no later than the first of November each year for its first meeting based on the criteria and selection process outlined below. Additionally, the Chairman of the Board shall be available to the nominating committee and act as the liaison between the nominating committee and the board.
The nominating committee shall consist of three members. The three shareholders with the largest voting rights in the company shall appoint one member each. The nominating committee shall be constituted based on known shareholding in Samtrygg as of the last banking day in September the year before the Annual General Meeting.
The nominating committee shall appoint a chairman by simple majority at its first meeting. The Chairman of the Board or any other board member of Samtrygg shall not be the chairman of the nominating committee.
If any of the three largest shareholders by votes decline a seat on the nominating committee, the seat shall pass to the fourth largest shareholder by votes, and so on until the nominating committee is represented by three shareholders. If a member resigns from the nominating committee before its work is completed, the shareholder shall have the right to appoint a new member.
If a shareholder who appointed a member to the nominating committee is no longer among the three largest shareholders, the member appointed by that shareholder shall vacate their seat. The shareholder who has become one of the three largest shareholders shall be consulted and have the right to appoint a member. Nominating committee members shall not be replaced if the changes only involve marginal shifts in voting power or if the majority of the nominating committee's work is deemed complete by the chairman of the nominating committee before the Annual General Meeting.
Remuneration shall not be paid by the company to members of the nominating committee. However, the nominating committee shall have the right to charge the company with reasonable expenses for investigations, recruitment consultants, and travel related to the assignment if deemed appropriate by the Chairman of the Board.
The names of the nominating committee members, along with information about the shareholders they represent, shall be disclosed following the constitution of the nominating committee or, if changes to the nominating committee members occur later, as soon as they occur.
The mandate of the nominating committee shall remain valid until a new nominating committee is formed, unless otherwise resolved by a shareholders' meeting beforehand.
This nominating committee instruction shall remain in effect until a shareholders' meeting resolves to amend it.