Nomination committee

At the Annual General Meeting held on 4 May 2023, the shareholders of NP3 Fastigheter AB (publ) resolved, in accordance with the Nomination Committee’s proposal, to adopt a new “Instruction regarding the Nomination Committee”, the Instruction is reproduced below.

Instruction regarding the Nomination Committee in NP3 Fastigheter AB (publ)

The following principles governing the composition and work of the Nomination Committee in NP3 Fastigheter AB, corporate registration number 556749-1963 (the “Company”), shall apply until otherwise resolved by the General Meeting.

1. Composition of the Nomination Committee

The Nomination Committee shall consist of four members, one of whom shall be the Chairman of the Board. The other three members shall be appointed through the following procedure: no later than six months prior to the Annual General Meeting, the Chairman of the Board shall contact the three largest shareholders of the Company, based on the number of votes according to Euroclear Sweden AB’s printout of the share register as of 31 August. Each of these shareholders shall be offered the opportunity to appoint one representative to the Nomination Committee together with the Chairman of the Board.

If any of the three largest shareholders by votes does not exercise its right to appoint a member, such right shall pass to the next largest shareholder by number of votes who has not already been given the right to appoint a member of the Nomination Committee.

The Chairman of the Nomination Committee shall be the member representing the largest shareholder by number of votes, unless the Nomination Committee decides otherwise. However, the Chairman of the Board or any other Board member shall not serve as Chairman of the Nomination Committee.

The names of the members of the Nomination Committee shall be announced as soon as the Committee has been appointed, but no later than six months prior to the forthcoming Annual General Meeting. The Nomination Committee is appointed for a term beginning on the date of its public announcement and ending when a new Nomination Committee has been appointed.

If a change occurs in the ownership structure of the Company after 31 August but before the Nomination Committee’s complete proposals have been published, and if a shareholder who, as a result of such change, becomes one of the three largest shareholders by number of votes requests to be included in the Nomination Committee, such shareholder shall, subject to the Nomination Committee’s approval, be entitled to appoint an additional member to the Committee.

If a member appointed by a shareholder resigns from the Nomination Committee during the term of office or is otherwise prevented from fulfilling the assignment, the Nomination Committee shall request that the shareholder who appointed the member appoints a new member within a reasonable period. If the shareholder does not exercise this right, the right to appoint a member shall pass to the next largest shareholder by number of votes who has not already appointed or declined to appoint a member of the Nomination Committee. Any changes in the composition of the Nomination Committee shall be announced as soon as such changes occur.

2. Duties of the Nomination Committee

The Nomination Committee shall prepare and submit proposals to the General Meeting regarding: the Chairman of the Meeting, members of the Board of Directors, the Chairman of the Board, remuneration to each Board member and the Chairman, as well as other compensation for Board assignments, remuneration to the Company’s auditor, and, where applicable, proposals for election of the auditor.

Furthermore, the Nomination Committee shall prepare and submit proposals to the General Meeting regarding instructions for the appointment of the Nomination Committee.

The Nomination Committee’s proposals shall be submitted to the Company through its Chairman of the Board no later than six weeks prior to the Annual General Meeting and shall be drafted in such a way that the Company can meet the requirements of the Swedish Companies Act and section 4.1 of the Swedish Corporate Governance Code concerning election of the Board of Directors.

3. Meetings

The Nomination Committee shall meet as often as required for the performance of its duties, but at least once per year. The Chairman of the Nomination Committee shall convene meetings. If a member requests that the Nomination Committee be convened, such request shall be complied with.

The Nomination Committee constitutes a quorum if at least two members are present. Decisions by the Nomination Committee shall be made by a majority of the members present. In the event of a tie, the Chairman of the Committee shall have the casting vote.

4. Fees

No fees shall be paid to members of the Nomination Committee. However, the Company shall reimburse reasonable costs incurred in connection with the Nomination Committee’s assignment.

5. The nomination committee’s presence at the general meeting

A representative of the Nomination Committee should be present at the Annual General Meeting.

6. Amendments to this instruction

The Nomination Committee shall continuously evaluate these instructions and its work and shall submit to the Annual General Meeting proposals for such amendments to the Instruction as the Committee deems appropriate.

This Instruction is an in-house translation. In the event of discrepancies, the Swedish original will supersede the translation.