Composition of the Nomination committee
The Annual General Meeting has resolved on the principles for how the nomination committee is to be appointed, and these principles shall apply until otherwise resolved by a general meeting. The nomination committee shall comprise at least five members, together with the Chairman of the Board. The members of the nomination committee shall be appointed by the largest shareholders by voting rights as at the last banking day in August of the year prior to the Annual General Meeting. In assessing which shareholders constitute the largest by voting rights, a group of shareholders shall be considered as one shareholder if they have notified the company in writing that they have entered into a written agreement to, through coordinated exercise of voting rights, adopt a long-term common position regarding the management of the company. The member appointed by the largest shareholder by voting rights shall be chair of the nomination committee, unless the nomination committee resolves otherwise.
If a shareholder declines its right to appoint a member, the shareholder that is next largest by voting rights shall be offered the opportunity to appoint a member. A majority of the nomination committee members shall be independent of the company and its management. The nomination committee's mandate period extends until a new nomination committee has been appointed. If a member resigns from the nomination committee, the shareholder that appointed the member shall have the right to appoint a replacement. If a shareholder that appointed a member of the nomination committee has materially reduced its shareholding in the company and consequently no longer belongs to the five largest shareholders by voting rights, or if a new shareholder has entered the five largest shareholders by voting rights, the nomination committee may offer another shareholder the opportunity to appoint a replacement for the member appointed by the shareholder that is no longer among the five largest shareholders by voting rights. The nomination committee may also resolve to instead co-opt such a replacement to the nomination committee.
The composition of the nomination committee was announced through a press release on 26 September 2025. The nomination committee comprises:
Jenny Parnesten
Appointed by the Ragnar Söderberg Foundation, and own and related-party holdings
Markus Söderberg
Appointed by Jan Söderberg Förvaltning, and own holdings
Maria Söderberg
Appointed by the Torsten Söderberg Foundation, and own holdings
Erik Brändström
Appointed by Spiltan Fonder
Patrik Jönsson
Appointed by SEB Funds AB
Per-Olof Söderberg
Chairman of Ratos Board of Directors
Together, the nomination committee represents 62.02% (as at 31 August 2025) of the voting rights for all shares in the company.
Further information about the nomination committee
The nomination committee's responsibilities include:
evaluating the composition and work of the Board, based on the results of the Board's own evaluation;
preparing proposals to the Annual General Meeting regarding the election of Board members and the Chairman of the Board;
preparing proposals to the Annual General Meeting regarding the election of the auditor, in collaboration with the company's Audit Committee;
preparing proposals to the Annual General Meeting regarding fees for the Board, broken down between the Chairman and other members and any remuneration for committee work, and for the auditor;
preparing proposals to the Annual General Meeting regarding the chair of the Annual General Meeting; and
where applicable, preparing proposals regarding changes to the principles for appointing future nomination committees.
The nomination committee shall, where possible, seek to reach consensus on its proposals and other decisions; where this is not possible, decisions are taken by simple majority, with the nomination committee chair having the casting vote.
The company shall not pay any fees to members of the nomination committee. The company shall bear all reasonable costs associated with the nomination committee's work. If necessary, the nomination committee may engage external consultants to identify candidates with relevant experience, and the company shall bear the costs of such consultants. The company shall also provide the personnel needed to support the nomination committee's work.
Deviations
Ratos complies with the Code without deviation.
No breaches of Nasdaq Stockholm's rulebook for issuers or good practice on the stock market have occurred.