Nomination Committee

The Annual General Meeting has decided on the principles for how the nomination committee should be appointed and these principles apply until otherwise decided by the general meeting. The nomination committee is to comprise a minimum of five members together with the Chairman. The nomination committee’s members are to be appointed by the largest shareholders in terms of voting rights, or group of shareholders in the Euroclear Sweden system (such a group is considered one shareholder), based on Euroclear Sweden AB’s shareholder statistics at 31 August the year before the Annual General Meeting. If a shareholder waives the entitlement to appoint a member, the shareholder who is the next largest owner in terms of voting rights is to appoint a member. The majority of the members of the nomination committee are to be independent in relation to the company and executive 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 owner that appointed the member is entitled to appoint a replacement. If the owner who the member of the nomination committee represents considerably reduces its shareholding in the company, the nomination committee can offer another shareholder the opportunity to appoint a replacement.

The current composition of the nomination committee was announced on Ratos’s website and disclosed through a press release on 20 September 2022. The nomination committee comprises:

• Jenny Parnesten, appointed by the Ragnar Söderberg Foundation as well as own and related parties’ holdings, Chairman of the nomination committee
• Jan Söderberg, own holdings
• Maria Söderberg, appointed by the Torsten Söderberg Foundation as well as own holdings
• Erik Brändström, appointed by Spiltan Fonder AB
• Henrik Didner, appointed by Didner & Gerge Fonder AB
• Per-Olof Söderberg, Chairman of Ratos’s Board

Combined, the Nomination Committee represents 61.25% (per 31 August 2022) of the voting rights for all the shares in the company.

The duties of the Nomination Committee include:

• evaluating the composition and work of the Board
• preparing a proposal to the Meeting regarding election of the Board and the Chairman of the Board
• preparing a proposal, in cooperation with the company’s Audit Committee, to the Meeting regarding election of auditor
• preparing a proposal to the Meeting regarding fees to the Board, divided between the Chairman and other members, as well as any remuneration for committee work, and auditor
• preparing a proposal to the Meeting regarding a Chairman for the Meeting
• where necessary, recommendation of changes to the principles for composition of the next Nomination Committee

The composition of the Nomination Committee shall be announced no later than six months prior to the Annual General Meeting.

Nomination committee’s work ahead of the 2023 Annual General Meeting

Ahead of the 2023 Annual General Meeting, the nomination committee held four minuted meetings and was in regular contact in between. In its work, the nomination committee has taken note of the internal evaluation of the Board’s work, taken the Chairman’s account of the Board’s work and the CEO’s account of the company’s strategies. The nomination committee chairman has also interviewed individual Board members.

Ratos’s Board has in recent years gradually been renewed, at the same time as a certain consistency has been kept. Board member Helena Svancar changed employer during the year and left the Ratos Board on 26 October 2022 to avoid future conflicts of interest. It is the nomination committee’s opinion that the current Board functions well and with a great deal of commitment from each member. Ratos’s business concept is to own and develop companies that are or can become market leaders. This new strategy requires the Board to have a broad industrial background as well as a documented ability to operate and develop companies in different industries and phases of development. The nomination committee deems the members proposed for re-election to have broad and complementary experience that more than adequately meets these requirements and deems that ongoing continuity in the work of the Board is paramount given the company’s current stage of development. Consequently, the nomination committee sees no reason at this time to elect another Board member and feels that the proposed composition of six members is suitable and appropriate.

The nomination committee deems the members proposed for election to have broad and complementary experience that more than adequately meets the set requirements.

The requirement for independence is also assessed as having been met.

The nomination committee has continued to discuss requirements for diversity based in part on the Code’s requirement for stipulating how the diversity policy has been applied and has chosen to use Rule 4.1 of the Code, which states that the Board is to exhibit diversity and breadth of qualifications, experience and background, and strive for an equal gender balance. Following deliberation by the nomination committee regarding, for example, the Board members’ background and experience, it is noted that the gender balance for the proposed Board will be 33.3% women and 66.7% men, as the members proposed include two women and four men. The nomination committee intends to strive for an improved gender balance over the long term.

Proposals regarding fees to the members of the Board as well as remuneration for committee work have been prepared by the four members of the nomination committee who are not members of Ratos’s Board.

Shareholders have been informed that proposals to the Annual General Meeting can be submitted to the nomination committee.

The nomination committee’s proposals, an account of the work of the nomination committee ahead of the 2023 Annual General Meeting as well as complementary information on proposed members of the Board will be announced in conjunction with the Notice of the Meeting and be presented at the 2023 Annual General Meeting.

No fees have been paid for participation in the nomination committee.

Deviations/violations

Ratos deviates from the Code’s rule 2.4, second paragraph, which states that if more than one Board member sits on the nomination committee, a maximum of one of them may be non-independent in relation to the company’s major shareholders. Per-Olof Söderberg (also the Chairman of the Board) and Jan Söderberg are members of the nomination committee and regarded as non-independent in relation to the company’s major shareholders. Against the background of these persons’ extensive experience of Board work, their in-depth knowledge of Ratos and roots in the ownership group, and their network in Swedish industry, it was deemed beneficial to the company to deviate from the Code on this point.

No violations of Nasdaq Stockholm’s Rule Book for Issuers or good practice in the stock market have occurred.