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Nomination Committee

At the annual general meeting on 17 August 2023, it was resolved to adopt principles for the appointment of and instructions for the Nomination Committee of EQL. According to the Code, all companies whose shares are listed on a regulated market in Sweden shall have a Nomination Committee that prepares proposals regarding certain appointments to the general meeting. The Nomination Committee’s main task is to submit proposals for the Chairman and other members of the board of directors and, where applicable, proposals to the annual general meeting regarding the election of auditor. When proposing election of new board members to the board of directors, the Nomination Committee shall decide whether the proposed members are to be regarded as independent in relation to the company, the company’s management and the company’s major shareholders. Furthermore, the Nomination Committee shall submit proposals for the Chairman of the annual general meeting and submit proposals for fees and other remuneration to the Chairman of the board, other board members and the auditor.

In accordance with the instructions for the Nomination Committee adopted by the annual general meeting 2023, which shall apply until further notice until a resolution is made by the annual general meeting, EQL Pharma’s Nomination Committee shall consist of three members, who shall be appointed as follows:

The Chairman of the board of directors shall, as soon as possible after the registered ownership in the company as of 31 December is known, contact the three largest registered owners in terms of votes according to the company’s share register, and ask them to appoint one member each to the Nomination Committee. If such shareholders do not wish to appoint a member, the following largest registered owners in terms of votes shall be asked in order of size, until three owner representatives have been appointed. The appointed members shall comprise the Nomination Committee. The Chairman of the board of directors shall convene but not be a part of the Nomination Committee as a member, but the Nomination Committee may choose to co-opt the Chairman of the board of directors to a part of the work carried out by the Nomination Committee. The Nomination Committee shall then appoint a Chairman among its members. The names of the members of the Nomination Committee shall be published by the company no later than six months before the annual general meeting.

If a shareholder who has appointed a member to the Nomination Committee, before the Nomination Committee’s assignment has been completed, receives a lower placement on the list of held votes in the company, the member appointed by the shareholder shall, if the Nomination Committee so decides, be replaced by a new member appointed by the registered shareholder who at the time holds the largest amount of votes and is not already a member of the Nomination Committee. Should any of the members of the Nomination Committee, before the Nomination Committee’s assignment has been completed, resign for any other reason or cease to represent the shareholder who appointed the member, such member shall, if the one who appointed the member so requests, be replaced by a new member appointed by the shareholder.

The term of office for the appointed Nomination Committee shall run until a new Nomination Committee has taken office. No remuneration for the members’ work in the Nomination Committee shall be paid. The Nomination Committee may also co-opt members to the Nomination Committee if deemed appropriate; a co-opted member shall not, however, have the right to vote in the Nomination Committee.

The Nomination Committee shall prepare and propose the following to the coming annual general meeting:

  1. election of Chairman at the annual general meeting;
  2. election of Chairman of the board of directors and other members of the board of directors;
  3. remuneration to the board of directors, divided between the Chairman and other members, and any remuneration for committee work;
  4. election of auditor and remuneration to the auditor; and
  5. principles for appointment of the Nomination Committee (in case the Nomination Committee considers that the current instruction and charter should be updated).

The Nomination Committee for EQL Pharma’s annual general meeting 2024 consists of Christer Fåhraeus (appointed by Fårö Capital AB), Rajiv I Modi (appointed by Cadila Pharmaceuticals Ltd.), and Erik Hallengren (appointed by SEB Fonder).