The nomination committee in Karnov Group

Pursuant to the Code, Swedish companies whose shares are admitted to trading on a regulated market in Sweden are to have a nomination committee. The annual general meeting on 22 February 2019 resolved to adopt the below instruction for the nomination committee, which shall apply until further notice.

The composition of the nomination committee will be announced no later than six months before the annual general meeting 2020. In connection with the announcement, Karnov will also provide information on how shareholders may submit recommendations to the nomination committee.

Instruction for the nomination committee

The nomination committee shall be composed of the representatives of the three largest shareholders (or group of shareholders) in terms of voting rights listed in the shareholders’ register maintained by Euroclear Sweden AB as of the last business day of August, and the chairman of the board of directors, who will also convene the first meeting of the nomination committee.

Board members may be members of the nomination committee but may not constitute a majority thereof. If more than one board member is a member of the nomination committee, no more than one of those members may be dependent of a major shareholder of Karnov.

The member representing the largest shareholder in terms of voting rights shall be appointed chairman of the nomination committee. Members of the board of directors may not be the chairman of the nomination committee. If the member representing the largest shareholder in terms of voting rights is a board member, the nomination committee shall appoint another member as chairman.

In the event that a member leaves the nomination committee prior to the work of the committee having been completed, a representative from the same shareholder (or group of shareholders) may replace the leaving member, if deemed necessary by the nomination committee. In the event that a shareholder (or group of shareholders) represented in the nomination committee has reduced its holding of shares in Karnov, the representative from such shareholder (or group of shareholders) may resign and, if deemed appropriate by the nomination committee, a representative from the shareholder next in line in terms of size may be provided an opportunity to enter. If the shareholding in Karnov is otherwise significantly changed before the nomination committee’s work has been completed, a change in the composition of the nomination committee may take place, in such way that the nomination committee deems appropriate. Changes in the composition of the nomination committee shall be made public as soon as possible.

The composition of the nomination committee is to be announced no later than six months before the annual general meeting.

Remuneration shall not to be paid to the members of the nomination committee. Karnov is to pay any necessary expenses that the nomination committee may incur in its work.

The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.