In accordance with Swedish Corporate Governance Code, ITAB Shop Concept is to have a Nomination Committee for the preparation of proposals to the Company’s General Meeting of Shareholders.
Composition of the Nomination Committee ahead of Annual General Meetings
The Annual General Meeting in ITAB Shop Concept AB (publ) on 10 May 2022 adopted revised instructions for the Nomination Committee. According to these, the Chairman of the Board is tasked with contacting the largest shareholders and requesting that they appoint three members to form the Nomination Committee. The selection of shareholders to contact is to be based on the share register maintained by Eurocelar Sweden as of 31 August each year. Unless otherwise agreed by the members, the Chairman of the Nomination Committee is to be the member appointed by the largest shareholder. The composition of the Nomination Committee is to be announced not later than six months prior to the Annual General Meeting. The instructions apply until further notice.
In accordance with this, the shareholders Aeternum Capital AS, Pomona-gruppen AB and Övre Kullen AB have appointed one member each to the Nomination Committee ahead of the Annual General Meeting on 10 May 2023. The Nomination Committee for 2023 is composed of Åsa Otterlund (appointed by Aeternum Capital), Ulf Hedlundh (appointed by Pomona-gruppen) and Petter Fägersten (appointed by Övre Kullen), with Åsa Otterlund as Chairperson.
Changes to the Nomination Committee
The members of the Nomination Committee are appointed for the period up to and including the next following Annual General Meeting. If a member of the Nomination Committee, or a shareholder that appointed a member, informs the Nomination Committee that the member wishes to step down, or that the shareholder wishes to replace the member, the shareholder that appointed the member has the right to appoint a new member provided the shareholder is still one of the three largest shareholders. If during the term of the Nomination Committee, one of more of the shareholders that appointed members to the Nomination Committee are no longer one of the three largest shareholders, the members appointed by those shareholders are to make their seat available and the shareholder or shareholders that have become one of the three largest shareholders are to be entitled to appoint a member. Unless special reasons exist, no changes are to be made to the composition of the Nomination Committee if only marginal changes in ownership take place or if the change occurs less than three months prior to the Annual General Meeting. However, shareholders that become one of the three largest shareholders as a result of a more significant change in ownership less than three months prior to the Annual General Meeting are to be entitled to appoint a member who has the right to attend the meetings of the Nomination Committee. If any shareholder that the Nomination Committee asks to appoint a member declines to do so, the Nomination Committee is to ask the next largest shareholder that has not appointed a member to the Nomination Committee. Changes to the composition of the Nomination Committee must be announced as soon as possible.
Duties of the Nomination Committee in preparation of Annual General Meetings
In preparation for an Annual General Meeting, the Nomination Committee is assigned to prepare and submit proposals for the election of Chairman of the Board and other Board members, fees to Board and committee members, election and fees for Auditors, and Chairman of the Meeting. The Committee is also to fulfil any other duties incumbent upon a Nomination Committee in accordance with the Swedish Corporate Governance Code.
The Nomination Committee’s proposals and reasoned statement are to be presented in the notice of the Annual General Meeting and on the Company’s website in conjunction therewith. At the Annual General Meeting, the Nomination Committee is to report on how its work has been conducted and present and motivate its proposals.
The Nomination Committee has the right to charge the Company for any costs for investigations, recruitment consultants and travel related to the assignment, if deemed appropriate. No fees are paid for work in the Nomination Committee.
Shareholders who wish to make suggestions to the Nomination Committee can reach the Committee by e-mail: email@example.com or via mail to: Nomination Committee, ITAB Shop Concept AB (publ), P.O. Box 9054, SE-550 09 Jönköping, Sweden.