The Nomination Committee is tasked with preparing the general meeting’s decisions regarding, among other things, remuneration and the election of board members and auditors. The Nomination Committee for Salix Group is appointed in accordance with the principles adopted at the extraordinary general meeting on 13 May 2026 and is published on the company’s website.
Shareholders who wish to submit proposals to the Nomination Committee may do so at info@salixgroup.se. In order for the Nomination Committee to consider a proposal, it must have been received well in advance of the next annual general meeting.
The Nomination Committee’s proposals are presented in the notice of the annual general meeting and on the company’s website.
Principles for the appointment of and instruction to the Nomination Committee of Salix Group AB
The following principles for the appointment of and instruction to the Nomination Committee of Salix Group AB shall apply until further notice.
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The Nomination Committee shall have at least three members, one of whom may be the Chairman of the Board. The Chairman of the Board shall decide no later than six months prior to the annual general meeting whether he or she wishes to serve on the Nomination Committee. If the Chairman of the Board is a member of the Nomination Committee, the other members of the Nomination Committee shall be appointed by the Chairman of the Board, no later than six months prior to the annual general meeting, offering the two largest shareholders, based on Euroclear Sweden AB’s list of registered shareholders as at the last banking day in September of the current year, the opportunity to appoint one representative each to serve as a member of the Nomination Committee.
If the Chairman of the Board declines to serve on the Nomination Committee, the members of the Nomination Committee shall be appointed by the Chairman of the Board, no later than six months prior to the annual general meeting, offering the three largest shareholders, based on Euroclear Sweden AB’s list of registered shareholders as at the last banking day in September of the current year, the opportunity to appoint one representative each to serve as a member of the Nomination Committee.
If any shareholder chooses to waive their right to appoint a member, that right shall pass on to the shareholder who, after this shareholder, has the largest shareholding in the company.
Unless the members agree otherwise, the chair of the Nomination Committee shall be the member who, in terms of voting rights, represents the largest shareholder. However, the Chairman of the Board or any other Board member shall not be the Chairman of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent in relation to the company’s largest shareholder in terms of voting rights or of any group of shareholders acting in concert regarding the management of the company. The majority of the members of the Nomination Committee shall be independent in relation to the company and the company management. The Chief Executive Officer or any other member of the company management shall not be a member of the Nomination Committee.
Should a shareholder who is represented on the Nomination Committee reduce their shareholding to such an extent that it no longer qualifies them to appoint a member of the Nomination Committee, then, if the Nomination Committee so decides, the member of the Nomination Committee appointed by such shareholder shall be dismissed and another shareholder of the company shall be offered the opportunity to appoint a member of the Nomination Committee in their place in accordance with the provisions set out above. Should a shareholder who is not represented on the Nomination Committee increase their shareholding to such an extent that the shareholding would qualify them to appoint a member of the Nomination Committee (and this shareholder is not, in connection therewith, offered the opportunity to appoint a member of the Nomination Committee due to the provisions of the preceding sentence) such a shareholder shall, if the Nomination Committee so decides, be offered the opportunity to appoint a member without a member appointed by another shareholder being dismissed. However, the number of members of the Nomination Committee shall never thereby exceed six, and members already appointed shall take precedence in this context. A shareholder who has appointed a member of the Nomination Committee shall be entitled to replace such member with another to serve as a member of the Nomination Committee, and if a member leaves the Nomination Committee before a new Nomination Committee has been constituted, the shareholder who appointed the member shall be entitled to appoint a replacement.
The composition of the Nomination Committee shall be announced no later than six months prior to the annual general meeting. Changes to the composition of the Nomination Committee shall be published on the company’s website as soon as they have occurred. The term of office of the Nomination Committee shall extend until a new Nomination Committee has been constituted.
The Nomination Committee shall prepare and submit proposals to the general meeting regarding: the chairman of the meeting, board members, the chairman of the board, board fees for each of the board members and the chairman of the board, as well as other remuneration for board assignments, fees for the company’s auditor and, where applicable, proposals for the appointment of an auditor. Furthermore, the Nomination Committee shall prepare and submit proposals to the general meeting regarding principles for the composition of the Nomination Committee and any changes to the instruction to the Nomination Committee.
The Nomination Committee’s proposals shall be included in the notice of the annual general meeting. In connection with the Board issuing the notice of the annual general meeting, the Nomination Committee shall ensure that the company publishes the Nomination Committee’s proposals and reasoned statement, as well as information on how the Nomination Committee has conducted its work, on the company’s website. At least one member of the Nomination Committee, in addition to the Chairman of the Board, should always attend the annual general meeting and present the reasons underlying the Nomination Committee’s proposals.
Members of the Nomination Committee shall safeguard the interests of all shareholders and shall not disclose, without authorisation, the details of the Nomination Committee’s work. Before accepting the appointment, a member of the Nomination Committee shall carefully consider whether there is a conflict of interest or other circumstances that make it inappropriate to serve on the Nomination Committee.
The Nomination Committee has a quorum if at least half of its members are present. The decision of the Nomination Committee shall be the opinion for which more than half of the members present vote. In the event of a tie, the Chair of the Nomination Committee shall have the casting vote.
The Nomination Committee shall apply section 4.1 of the Swedish Code of Corporate Governance as its diversity policy, whereby the Nomination Committee shall ensure that the Board, taking into account the company’s operations, phase of development and other relevant circumstances, has an appropriate composition, characterised by diversity and breadth in terms of the qualifications, experience and background of the members elected by the general meeting. Furthermore, the Nomination Committee shall strive for gender balance on the Board.
The Nomination Committee shall otherwise perform the duties incumbent upon a nomination committee under the Swedish Code of Corporate Governance. The company shall, at the request of the Nomination Committee, provide personnel resources, such as secretarial support for the Nomination Committee, to facilitate its work. Where necessary, the company shall also be able to cover reasonable costs for external consultants deemed necessary by the Nomination Committee for the Committee to fulfil its mandate.