Nomination committee proposal (genovis agm 2026 nomination committee proposal)

The Nomination Committee proposes that attorney Arne Källén chair the meeting.

The Nomination Committee proposes that the Board shall consist of five members without deputies.

The Nomination Committee proposes that the fees until the next Annual General Meeting shall be paid in the amount of SEK 240,000 for each director who is not employed by the company and SEK 590,000 to the Chairperson.

The Nomination Committee proposes re-election of Torben Jørgensen, Mikael Lönn, Magnus Gustafsson and Lotta Ljungqvist. The Nomination Committee proposes that the Meeting elect Torben Jørgensen as Chairperson of the Board.

In its proposal, the Nomination Committee has determined the degree to which the Board of Directors meets the demands that may result from the challenges the Company faces over the next few years as a result of Genovis' continued growth and development. The Committee has considered the size and composition of the Board with respect to factors such as industry experience and expertise. The Nomination Committee also noted the results of the evaluation of the work done by the Board and in addition conducted individual interviews. Gender distribution within the Board is uneven. The Nomination Committee is striving to change this status in the long run.

The Nomination Committee proposes that remuneration of the auditors shall be paid on approved account.

The Nomination Committee proposes the registered auditing firm Öhlings pricewaterhouseCoopers AB ("PWC") to serve as auditor. PWC has announced that in the event that PWC is elected, Neda Feher will be appointed chief auditor.

The Nomination Committee proposes that the Nomination Committee ahead of the Annual General Meeting 2027 shall consist of representatives of the four largest shareholders as of the last banking day in August prior to the Annual General Meeting. The Nomination Committee shall appoint a chairman from within its own ranks. It shall be incumbent upon the Chairman of the Board to convene the Nomination Committee.

If any shareholder declines to participate in the Nomination Committee, the right to appoint a representative shall pass to the next largest shareholder not already represented on the Nomination Committee. If, as a result of changes in ownership, it is deemed appropriate, the Nomination Committee may offer additional shareholders a seat on the Nomination Committee, provided that the total number of members shall not exceed five. Should a member of the Nomination Committee leave before its work is completed, the Nomination Committee shall, if it deems this necessary, request the same shareholder, or, if that shareholder is no longer among the larger shareholders, the next largest shareholder by size, to appoint a replacement. Such a change shall be announced on the company's website. However, if only marginal changes in voting rights have occurred, or if the change takes place less than three months before the Annual General Meeting, no changes shall be made to the composition of the Nomination Committee unless there are special reasons to do so.

The Nomination Committee shall prepare proposals to be submitted to the Annual General Meeting for resolution regarding the chairman of the meeting, the chairman and other members of the Board of Directors, the auditor, remuneration to the Board and the auditor, and principles for the appointment of the Nomination Committee. The Nomination Committee's mandate runs until a new Nomination Committee has been appointed.

The Nomination Committee proposes that remuneration shall only be paid for direct costs incurred in connection with the assignment