Notice to the Annual General Meeting - Seite 3

Dividend (item 8 b.)

The board of directors propose, with amendment of the dividend proposal published in the 2019 year-end report, and in light of the general uncertainty and concern caused by the global spread of the coronavirus (Covid-19), and to ensure the company has a continued good financial preparedness and liquidity, that no dividend is to be paid for the 2019 financial year. However, the board of directors intends to, once it has greater

clarity on earnings in 2020, revisit this topic and if required call for another AGM during the autumn 2020 to decide on dividend payments for the 2019 financial year.  

The nomination committee´s proposed decisions

The nomination committee is composed of Anders Dahl (representing Henrik Ekelund), Erik Durhan (representing Nordea Funds), Stefan af Petersens (shareholder) and Reinhold Geijer (chairman of the board). Anders Dahl has acted as chairman of the nomination committee.

The nomination committee proposes the following in relation to items 2, 9-12:

Election of the Chairman for the Meeting (item 2)

Klaes Edhall, Attorney, is proposed as chairman for the meeting.

Determination of the number of Members and Deputy Members of the Board of Directors and auditors (item 9) 

Six ordinary members of the board of directors, with no deputy members, and one auditor without deputy.

Determination of the fees payable to the Board of Directors and Auditors (item 10)

It is proposed that total fees remain unchanged, SEK 1 370 000 are to be paid to members of the board of directors who do not receive salary from the company, whereof SEK 450 000 to the chairman of the board of directors and SEK 200 000 to each of the other members. Total fees of SEK 120 000, also unchanged, shall be paid for committee work.

Fees to the auditor are proposed to be paid according to approved invoice.

Election of Board of Directors and Chairman of the Board of Directors (item 11)

Re-election of Mariana Burenstam Linder, Henrik Ekelund, Stefan Gardefjord, Reinhold Geijer, Dag Sehlin and Anna Söderblom is proposed. Re-election of Reinhold Geijer as chairman of the board is proposed.

Election of Auditor (item 12)

In accordance with the Audit committee´s recommendation, re-election of the registered auditing firm Öhrlings PricewaterhouseCoopers AB is proposed for the period until the end of the Annual General Meeting 2021.

Resolution regarding the Board of Director’s proposed guidelines for remuneration and other terms of employment for Senior Executives (item 13)

The board of directors proposes that the AGM 2020 decide, for the time until the AGM 2021, that the following principles for remuneration for senior executives shall be applied.