Nomination Committee

In accordance with the Swedish Corporate Governance Code (the “Code”), Mips shall have a Nomination Committee that is responsible for making proposals to the General Meeting in respect of the elections of Chairman at General Meetings, the Directors of the Board, the Chairman of the Board of Directors, the auditor, resolutions regarding the remuneration to the Board (divided between the Chairman of the Board and other Board members, and remuneration for committee work), the remuneration to the auditor, and to the extent deemed necessary, proposals for amendments to the instruction for the Nomination Committee.

At the Annual General Meeting of Mips, held on 5 May 2022, revised instructions for the Nomination Committee’s appointment and procedure regarding its work were adopted.

The nomination committee shall perform the tasks that are set out in the Swedish Corporate Governance Code (the “Code”). The nomination committee shall consist of three members elected by the three largest shareholders at the end of August each financial year, with the chairman of the Board invited as participant. The largest shareholders mean the largest owner registered shareholders or the largest shareholders that are otherwise known, at the end of the month of August. A member of the nomination committee shall, before the appointment is accepted, carefully assess whether a conflict of interest is at hand.

The members of the nomination committee shall be announced on the company’s website at the latest six months before the Annual General Meeting. If, earlier than three months before the Annual General Meeting, one or more shareholders who nominated members of the nomination committee no longer belong to the three largest shareholders, members appointed by them shall make their seats available and the shareholder or shareholders who are among the three largest shareholders shall be entitled to appoint their representatives.

If a member leaves the nomination committee before its work is completed and the nomination committee finds it desirable that a replacement is appointed, such replacement shall be appointed by the shareholder who appointed the member who has left the nomination committee or, if that shareholder no longer belongs to the three largest shareholders, from shareholders who size-wise, is next in turn.

A shareholder who has appointed a member of the nomination committee shall have the right to dismiss such member and appoint a new member.

The nomination committee shall comply with the requirements of composition set out in the Code. If the larger shareholders, which have a right to appoint members of the nomination committee, want to appoint persons resulting in that the requirements of the nomination committee’s composition set out in the Code is not complied with, a larger shareholder shall have priority of its first hand choice over a smaller shareholder. In the event of appointment of a new member resulting from a material ownership change, the shareholder that shall appoint a new member shall take into account the current nomination committee’s composition.

Changes in the nomination committee’s composition shall be announced immediately.

The nomination committee shall among itself appoint the chairman of the nomination committee.

The term of office for the appointed nomination committee shall be until the appointment of a new nomination committee.

The nomination committee shall have the right to charge the company with costs for, for example, recruitment consultants who may be required for the nomination committee to be able to fulfil its obligations. No remuneration shall be paid to the members of the nomination committee.

On 20 September 2022, Mips announced the composition of its Nomination Committee ahead of the 2023 Annual General Meeting.

As a result of changes in the ownership structure during the fall of 2022, specific changes to the composition of the nomination Committee have been made since the announcement on 20 September 2022.

Following these changes, the Nomination Committee, before the 2023 Annual General Meeting, has been appointed by Swedbank Robur Fonder, Montanaro and ODIN Fonder, appointed one representative each who will constitute the company´s Nomination Committee, with the chairman of the Board invited as a participant.

Prior to the 2023 Annual General Meeting, the Nomination Committee consists of the following representatives:

  1. Jan Dworsky, the chairman, appointed by Swedbank Robur Fonder
  2. Henrik Schmidt, appointed by Montanaro
  3. Peter Nygren, appointed by ODIN Fonder

All shareholders have a right to submit proposals to the Nomination Committee. The Nomination Committee’s proposals regarding board members, remuneration to the Board, audit fees, etc. will be presented in the notice to the Annual General Meeting. A statement from the Nomination Committee on the composition of the Board of Directors will be published on the company´s website in connection with the publication of the notice to attend the Annual General Meeting.

Shareholders wishing to submit proposals to the Nomination Committee can write to or to Nomination Committee, Mips AB, Kemistvägen 1B, SE-183 79 Täby, Sweden.

Mips AB’s 2023 Annual General Meeting will be held in Täby on 10 May 2023.