The Swedish Corporate Governance Code (the “Code”) requires 4C to have a Nomination Committee. According to the current principles for the appointment of the Nomination Committee adopted by the Annual General Meeting on 19 April 2022, the Nomination Committee shall consist of three shareholder representatives represented by the largest shareholders or shareholder groups in the company according to the share register from Euroclear Sweden AB as of 30 September each year. In addition to these three members, the Chairman of the Board may be an adjunct member of the Nomination Committee. In accordance with the Code, a member of the Nomination Committee shall carefully consider whether a conflict of interest or other circumstances exist that make it inappropriate to participate in the Nomination Committee before accepting the assignment. The Nomination Committee shall apply the Code.
The members of the Nomination Committee shall be published on 4C’s website no later than six months before the Annual General Meeting. If any of the three largest shareholders or shareholder groups refrains from appointing a shareholder representative or if a shareholder representative resigns before the mandate has been fulfilled without the shareholder or shareholder group that appointed the Nomination Committee member appointing a new representative, the Chair of the Board shall invite the next largest shareholder or shareholder group (i.e. the fourth largest shareholder or shareholder group) to appoint a shareholder representative within one week. This process will continue until the Nomination Committee is composed of three shareholder representatives. In the event of a change in the ownership of the company affecting the composition of the three largest shareholders or groups of shareholders, the shareholder or group of shareholders that does not have an owner representative on the Nomination Committee may contact the Chair of the Nomination Committee with a request to appoint a member. The Chair of the Nomination Committee shall then inform the other members of the request. If the change of ownership is not insignificant, a member appointed by a shareholder or group of shareholders no longer belonging to the three largest shall make his/her seat available and the new shareholder or group of shareholders shall be allowed to appoint a member.
The majority of the members of the Nomination Committee shall be independent of the company and its management. In addition, at least one of the members of the nomination committee shall be independent of the largest shareholder or group of shareholders in the company with voting rights who cooperate in the management of the company. Members of the Board of Directors may be members of the Nomination Committee, but shall not constitute a majority of the members of the Nomination Committee. If more than one director is on the Nomination Committee, no more than one of them may be dependent in relation to the company’s major shareholders. The Chair of the Board or any other member of the Board of directors shall not be the Chair of the Nomination Committee. The Chief Executive Officer or any other member of senior management shall not be a member of the Nomination Committee.
The Nomination Committee shall propose the chair of the Annual General Meeting, the election of the chair and other members of the board of directors of the company, the remuneration of the board of directors divided between the Chair and the other members and the principles for possible remuneration for committee work, the election and remuneration of the auditor and a decision on the principles for the appointment of a new Nomination Committee. No fees shall be paid to the members of the Nomination Committee. The Nomination Committee shall be entitled to charge the company with costs such as recruitment consultants or other costs necessary for the Nomination Committee to fulfil its mandate.
NOMINATION COMMITTEE APPOINTED AHEAD OF THE 2025 AGM
4C Group AB’s Nomination Committee ahead of the Annual General Meeting 2025 has been appointed in accordance with the current instructions for the Nomination Committee.
The Nomination Committee for the 2025 Annual General Meeting is composed by the following members:
Erik Syrén – Syringa Capital AB, Chairman of the Nomination Committee (appointed by Hedskog Equity AB),
Bengt Axelsson (appointed by Klas Lindström),
Emil Hjalmarsson (appointed by Aktiebolag Grenspecialisten); and
Adjunct member Andreas Hedskog – Chairman of the Board for 4C Group AB (publ).
The Nomination Committee represents 4C’s shareholders. It proposes to the Annual General Meeting nominations for Chairman of the Board, members of the Board, auditor and auditor’s fees, Chairman of the Annual General Meeting, fees for Board and committee work as well as a decision on the principles for the appointment of a new Nomination Committee.
Shareholders who have proposals relating to the work of the Nomination Committee should submit these to email address nominationcommittee@4cstrategies.com. To enable the Nomination Committee to examine proposals received with sufficient care, these should be submitted no later than 31 December 2024.
The Annual General Meeting 2025 for 4C Group AB (publ) will be held Thursday 21st of May 2025, in Stockholm, at 17.00 CEST.
