The instruction for the Nomination Committee
The nomination committee proposes that, until the general meeting decides otherwise, a nomination committee be appointed of the four biggest identified shareholders according to the share register held by Euroclear Sweden AB as of 30 September, together with the Chairman of the Board. In the assessment of who are the four biggest owners in terms of the number of votes, a group of shareholders shall be considered to constitute an owner if they (i) have been grouped as an owner in the Euroclear Sweden system or (ii) have made it public and notified the company in writing that they have concluded a written agreement to adopt a long-term, shared approach with regard to the company’s administration by means of exercising their voting right.
If one or more shareholders do not wish to appoint a member of the nomination committee, the shareholder that is next in line shall be contacted. If the shareholder that is next in line declines to appoint a member of the nomination committee, the Chairman of the Board only needs to contact the eight biggest shareholders in order to achieve a nomination committee with at least five members (including the Chairman of the Board). If, having contacted the eight biggest shareholders, a nomination committee of five members (including the Chairman) is not achieved, the Chairman of the Board shall continue to contact subsequent shareholders in line until a nomination committee of four members (including the Chairman) has been achieved.
Changes in the composition of the nomination committee shall be made public immediately.
The Chairman of the Board shall convene the first meeting of the nomination committee. Unless otherwise agreed by the members, the Chairman of the nomination committee shall be the member who represents the biggest shareholder in terms of the number of votes.
The term of office of the nomination committee shall run until a new nomination committee is appointed.
The nomination committee prepares proposals for the Annual General Meeting with regard to the election and remuneration of Board members and auditors. The nomination committee meets when required although at least once a year.
The nomination committee of Sensys Gatso Group AB (publ) is composed of the following members:
Timo Gatsonides, for own holdings (Chairman)
T +31 6 22 775 901
Per Wall, for own holdings
T +46 (0)70 955 00 22
Jan Johansson, appointed by Inger Bergstrand
T +46 (0)8 149502 or +46 (0)706 709047
Claes Ödman, Chairman of the board of directors in Sensys Gatso Group
T +46 70 852 8512
Due to the size of the company, it has not been deemed necessary to set up a separate audit committee.
Nomination committee appointed for Annual General Meeting 2023
In accordance with the annual general meeting’s decision, the chairman of the board of directors has convened a nomination committee for the annual general meeting 2023.
Pursuant to the decision at the annual general meeting 2022, Sensys Gatso Group’s nomination committee shall consist of five members. The members shall be representatives appointed by each of the four largest shareholders (in terms of voting rights) that wish to participate in the committee and the chairman of the board of directors. If a nomination committee comprising five members (including the chairman) is not obtained after having contacted the eight largest shareholders, the chairman shall continue to contact the shareholders that are next in turn until a nomination committee comprising four members (including the chairman) has been obtained.
The members of the nomination committee have now been appointed based on the ownership structure as at 30 September 2022 and then known changes. Timo Gatsonides (representative for own and closely related parties’ holdings) is the chairman of the nomination committee. The other owner representatives are Jan Johansson, appointed by Inger Bergstrand, and Per Wall, representative for own holdings. The nomination committee further includes Claes Ödman, chairman of the board of directors in Sensys Gatso Group.
The nomination committee is to prepare and present proposals to the annual general meeting 2023 on, inter alia, the chairman of the meeting, the board of directors, the chairman of the board of directors, the board of directors’ remuneration and auditor and auditor remuneration.
The annual general meeting will be held on Monday 15 May 2023.
Information on the nomination committee’s work is available on the web page of Sensys Gatso Group, www.sensysgatso.com. Shareholders who wish to submit proposals to the nomination committee should send their proposals to email@example.com.