The Nomination Committee's reasoned statement ahead of the Annual General Meeting of Inwido AB on May 27, 2026
In accordance with the principles for appointing the Nomination Committee in Inwido adopted at the Annual General Meeting held on 15 May 2025, a Nomination Committee has been appointed consisting of Oscar Bergman, Swedbank Robur Fonder, Chairman of the Nomination Committee, Jan Särlvik, Fourth Swedish National Pension Fund (AP4), Nikolay Burdakov, Odin Fonder, and the Chairman of the Board, Per Bertland, in the capacity of an adjunct member. The composition of the Nomination Committee was published through a press release on 15 October 2025.
The Nomination Committee has addressed all matters which it is required to consider pursuant to the Swedish Corporate Governance Code (the "Code"). Ahead of the 2026 Annual General Meeting, the Nomination Committee has held four minuted meetings and has also maintained ongoing dialogue. In its work preceding the Annual General Meeting, the Nomination Committee has taken as its starting point the strategic issues that the business and the Board are expected to face in the coming years.
Particular emphasis has been placed on Inwido's strategy and objectives, as well as the requirements that the Company's future direction places on the composition and size of the Board. As part of its work, the Nomination Committee has reviewed a report on the work of the Board provided by the Chairman of the Board and has held individual meetings with all shareholder-elected Board members as well as with the CEO.
The Nomination Committee has discussed the principal requirements to be imposed on Board members, including the requirement of independence, and has considered the number of other board assignments held by each Board member. In its proposal, the Nomination Committee has also taken into account and complied with the recommendations set out in the Code.
Shareholders have been given the opportunity to submit proposals to the Nomination Committee via email. One shareholder proposal was received and has been considered within the framework of the Nomination Committee's work.
In applying its diversity policy in the preparation of its proposal for the Board, the Nomination Committee has applied section 4.1 of the Code and considers that the proposed Board composition - in accordance with section 4.1 of the Code - will continue to be characterised by versatility and breadth in terms of expertise, experience and background, taking into account the Company's situation, strategic development and future direction. With regard to gender balance among the Board members, the Nomination Committee notes that 40 percent of the Board members will be women if the Annual General Meeting resolves in accordance with the Nomination Committee's proposal.
The Nomination Committee proposes that the number of Board members shall be five, with no deputies elected by the Annual General Meeting, and that Per Bertland, Mikael Jonson, Kerstin Lindell, Henriette Schütze and Anders Wassberg be re-elected. The Nomination Committee further proposes that the current Chairman of the Board, Per Bertland, be re-elected as Chairman of the Board for the coming year.
The Nomination Committee has also concluded that the proposed Board fulfils the applicable independence requirements. All proposed Board members are considered independent in relation to the Company and its management, as well as in relation to the Company's major shareholders.
The Nomination Committee has compared the remuneration of the Board with that of comparable companies and proposes a certain increase in fees in order to remain competitive and in line with market practice. Fees for work on the Board's committees are proposed to be increased proportionally more than the ordinary Board fees, to reflect the increased workload in the committees.
The Nomination Committee further recommends that the Board introduce a policy whereby Board members are expected to invest one third of their net Board remuneration (excluding committee fees) in Inwido shares, with the aim of further strengthening the alignment of interests between the Board and shareholders and promoting long-term value creation. The Nomination Committee's proposal to the Annual General Meeting regarding re-election of Ernst & Young AB as auditor and regarding auditor remuneration is in accordance with the recommendation of the Audit Committee.
The Nomination Committee of Inwido AB (publ)