Under the Code, a company listed on Nasdaq Stockholm shall have a Nomination Committee, the purpose of which is to make proposals to the General Meeting in respect of the Chair at General Meetings, elections of Board members and Chair of the Board of Directors, election of auditor, remuneration of each Board member (divided between the Chair of the Board of Directors and other Board members, and remuneration for committee work), remuneration to the auditor, and to the extent deemed necessary, proposals for amendments to the instruction for the Nomination Committee.
At the Annual General Meeting held on 5 May 2025, instructions for the Nomination Committee was adopted to apply until further notice.
Principles for the appointment of the Nomination Committee of Enity Holding AB
The Nomination Committee shall be composed of the chairperson of the Board of Directors and representatives of the three largest shareholders in terms of voting rights, listed in the shareholders’ register maintained by Euroclear Sweden AB as of the last banking day in August each year, or other reliable data provided to the Company at such time.[1]
The chairperson of the Board of Directors shall as soon as practically possible following the last banking day in August each year convene the Nomination Committee to its first meeting and shall further, as part of the work of the Nomination Committee, inform the Nomination Committee about the work of the Board of Directors and the requirements for certain competence etc. that may be of importance for the work of the Nomination Committee.
The member representing the largest shareholder shall be appointed chairperson of the Nomination Committee, unless otherwise agreed by the Nomination Committee. The chairperson of the Nomination Committee shall have the casting vote in case of equal number of votes. The composition of the Nomination Committee for the Annual General Meeting shall be publicly announced in a press release no later than six months prior to each Annual General Meeting.
Should any of the three largest shareholders decline to participate in the Nomination Committee, or otherwise be considered to have waived such a right, a representative from the largest shareholder (in terms of votes) next in line (based on the latest available shareholder statistics or other reliable data provided to the company, as per the first paragraph above) shall be appointed.
If a shareholder who has appointed a member of the Nomination Committee ceases to be among the three largest shareholders earlier than three months prior to the Annual General Meeting, the member appointed by such shareholder shall resign and the shareholder who has become one of the three largest shareholders shall be entitled to appoint its representative. If there are only marginal changes in the number of votes held or if the change occurs later than three months prior to the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special reasons and the Nomination Committee so decides.
If a member resigns from the Nomination Committee before the work is completed and the Nomination Committee finds it suitable, a substitute shall be appointed. Such substitute shall be appointed by the same shareholder or, if that shareholder is no longer among the largest shareholders, by the shareholder who has become one of the largest shareholders.
A shareholder who has appointed a member to the nomination committee shall have the right to dismiss such member and appoint a new member.
Any changes in the composition of the Nomination Committee shall immediately be made public.
The term of office for the Nomination Committee runs until the composition of the next Nomination Committee has been announced. Remuneration shall not to be paid to the members of the Nomination Committee. Potential necessary expenses for the work of the Nomination Committee shall be paid by the company.
The Nomination Committee shall perform its duties in accordance with this instruction and applicable rules, and shall prepare proposals regarding the election of chairperson of the general meeting, members of the Board of Directors, chairperson of the Board of Directors, auditor, fees for the members of the Board of Directors (including division between the chairperson and the other Board members, as well as fees for committee work), fees to the company’s auditor and any changes of the instructions for the Nomination Committee.
All information that the members of the Nomination Committee receive in their assignment or otherwise receive from the company shall be treated strictly confidential and may not be disclosed to any third party. The Nomination Committee’s proposals, statements and opinions shall be communicated to the company in a reasonable time to ensure compliance with the Swedish Code of Corporate Governance.
This instruction shall apply until the general meeting resolves otherwise.
Nomination Committee for the Annual General Meeting 2026
The Nomination Committee for the Annual General Meeting 2026 in Enity Holding has been appointed in accordance with the instruction for the Nomination Committee adopted by the 2025 Annual General Meeting. The members of the Nomination Committee are:
- Vesa Koskinen, appointed by EQT and Chair of the Nomination Committee;
- Peter Lundkvist, appointed by AP3;
- Carl Rydin, appointed by Jofam;
- Jayne Almond, Chair of the Board of Directors of Enity Bank Holding AB (publ).
The Nomination Committee is assigned to prepare and present proposals to the 2026 Annual General Meeting regarding the election of Chair of the Annual General Meeting, members and Chair of the Board of Directors, and external auditor. The Nomination Committee will also make proposals regarding the number of board members, remuneration to the board members as well as external auditor’s fee. Furthermore, if necessary, proposals for principles on how the Nomination Committee for Annual General Meeting 2027 shall be appointed and instruction for the Nomination Committee regarding the work ahead of the Annual General Meeting 2027 will be submitted.
Shareholders who would like to submit a proposal to the Nomination Committee shall do so no later than 16 January 2026, either by e-mail to: nominationcommittee@enity.com or by mail to: Valberedningen, c/o Enity Holding AB, Valberedningens sekreterare, Box 23138, 104 35 Stockholm, Sweden.
The Nomination Committee’s proposal will be presented in the notice to the Annual General Meeting and on Enity’s web page.
[1] In determining the three largest shareholders in terms of voting rights, a group of shareholders shall be considered one shareholder if they (i) have been organised as a group in the Euroclear system or (ii) have made public and notified the Company that they have made a written agreement to take, through the coordinated exercise of voting rights, a common long‐term view on the management of the Company. Should the share register include nominee registered shareholdings, such shareholdings shall only be considered if the nominee has reported the identity of the underlying shareholder to Euroclear Sweden AB or if the Company receives other reliable ownership information that evidences the identity of the underlying shareholder.