Investor relations – CORPORATE GOVERNANCE
Nomination Committee.
Nomination Committee
Pursuant to the Swedish Corporate Governance Code, Swedish companies whose shares are admitted to trading on a regulated market in Sweden shall have a nomination committee.
Information about Lyvia Group’s Nomination Committee, including its members and the shareholders they represent, will be published here when available.
Shareholders who wish to submit proposals to the Nomination Committee will be able to do so by e-mail or by post. Contact details and relevant deadlines will be published here when available.
Proposals should be submitted in due time before the Annual General Meeting to ensure that they can be considered by the Nomination Committee.
Ahead of each Annual General Meeting, the Nomination Committee shall consist of representatives of the three largest shareholders in Lyvia Group, based on the share register maintained by Euroclear Sweden AB.
For the Annual General Meeting 2027, the shareholdings shall be based on the share register as of the last trading day in December 2026. For subsequent Annual General Meetings, the shareholdings shall be based on the share register as of the last trading day in September each year.
In addition to these three members, the Chair of the Board of Directors of Lyvia Group shall be co-opted to the Nomination Committee and coordinate the process of appointing its members.
If a shareholder waives its right to appoint a member, the right shall pass to the shareholder with the next largest shareholding in the company. This process shall continue until the earlier of:
The Nomination Committee shall comply with the composition requirements set out in the Swedish Corporate Governance Code. If the composition requirements under the Code would not be met, the first choice of a larger shareholder shall take precedence over the choice of a smaller shareholder. When a new member is appointed, the shareholder appointing the member shall take the existing composition of the Nomination Committee into account.
The names of the members of the Nomination Committee and the shareholders they represent shall be published on Lyvia Group’s website as soon as the Nomination Committee has been appointed ahead of the Annual General Meeting 2027. Thereafter, this information shall be published no later than six months before each Annual General Meeting.
The Chair of the Board of Directors shall convene the first meeting of the Nomination Committee. Unless the members agree otherwise, the Chair of the Nomination Committee shall be the member representing the largest shareholder by votes. The Chair of the Board of Directors, or any other board member, may not serve as Chair of the Nomination Committee.
The term of office of the Nomination Committee shall continue until a new Nomination Committee has been appointed. Any changes to the composition of the Nomination Committee shall be published on Lyvia Group’s website as soon as they have occurred.
If Lyvia Group’s ownership structure changes after the relevant date for determining the three largest shareholders, but more than three months before the next Annual General Meeting, a new shareholder that has become one of the three largest shareholders by votes may request to be included in the Nomination Committee. Following a decision by the Nomination Committee, such shareholder shall be entitled to either appoint an additional member or appoint a member to replace the member appointed by the shareholder with the smallest shareholding by votes following the change.
A shareholder that has appointed a member to the Nomination Committee may remove that member and appoint a new member. If this happens, the shareholder shall notify the Chair of the Nomination Committee without delay. If the Chair of the Nomination Committee is to be replaced, the notification shall instead be made to the Chair of the Board of Directors. The notification shall include the name of the member who is removed and the name of the person who will replace that member.
If a member of the Nomination Committee resigns before the end of the term, the member shall notify the Chair of the Nomination Committee without delay. If the Chair of the Nomination Committee resigns, the notification shall instead be made to the Chair of the Board of Directors. The Nomination Committee shall then request that the shareholder who appointed the resigning member appoints a new member. If no new member is appointed by that shareholder, the Nomination Committee shall offer other larger shareholders by votes the opportunity to appoint a member, in order of shareholding. This process shall continue until the earlier of:
No remuneration shall be paid to the members of the Nomination Committee. Lyvia Group shall, however, bear reasonable costs that are necessary for the Nomination Committee to fulfil its assignment.
The Nomination Committee shall prepare and submit proposals to the general meeting regarding:
The Nomination Committee’s proposals shall be included in the notice convening the Annual General Meeting. In connection with the Board of Directors issuing the notice, the Nomination Committee shall ensure that Lyvia Group publishes the Nomination Committee’s proposals, reasoned opinion and information on how the Nomination Committee has conducted its work on the company’s website.
At least one member of the Nomination Committee, in addition to the Chair of the Board of Directors, should attend the Annual General Meeting and present the reasons for the Nomination Committee’s proposals.
The members of the Nomination Committee shall safeguard the interests of all shareholders and may not improperly disclose information about the work of the Nomination Committee. Before accepting the assignment, each member shall carefully consider whether there is any conflict of interest or other circumstance that makes it inappropriate to participate in the Nomination Committee.
In the event of a tied vote, the Chair of the Nomination Committee shall have the casting vote.
The Nomination Committee shall apply section 4.1 of the Swedish Corporate Governance Code as its diversity policy. This means that the Nomination Committee shall take into account that the Board of Directors, considering Lyvia Group’s operations, stage of development and circumstances in general, shall have an appropriate composition characterised by diversity and breadth in terms of competence, experience and background. The Nomination Committee shall also work towards an even gender distribution on the Board of Directors.
The Nomination Committee shall otherwise fulfil the duties of a nomination committee under the Swedish Corporate Governance Code. At the request of the Nomination Committee, Lyvia Group shall provide personnel resources, such as a secretarial function, to facilitate the work of the Nomination Committee. Where necessary, Lyvia Group may also bear reasonable costs for external consultants deemed necessary for the Nomination Committee to fulfil its assignment.
Contact.
Get in touch with us!
LOUISE
MERZINGER
louise.merzinger@lyviagroup.com