The Nomination Committee

The 2023 Annual General Meeting decided on the following instruction for appointing the nomination committee to apply until further notice.

The nomination committee shall consist of the chairman of the board and three additional members. The chairman of the board shall offer the three largest shareholders in terms of votes, based on Euroclear Sweden AB's list of registered shareholders as of the last banking day in September of the current year, the opportunity to appoint each representative to be a member of the nomination committee. If any shareholder chooses to waive their right to appoint a member, the largest shareholders who have not appointed a member in order of size (in terms of voting power) shall be offered to appoint a member to the nomination committee until the nomination committee consists of three members in addition to the board's President. The composition of the nomination committee must be announced no later than six months before the annual general meeting through publication on the company's website. The election committee's term of office extends until a new election committee has been constituted.

The chairman of the nomination committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of votes. However, the chairman of the board or another board member in the company shall not be the chairman of the nomination committee. At least one of the members of the nomination committee must be independent in relation to the largest shareholder in the company in terms of votes or a group of shareholders who collaborate on the company's management. If more than one board member is part of the nomination committee, at most one of them may be dependent in relation to the company's major shareholder.

Should a shareholder who is represented in the nomination committee, after the last banking day in September, reduce his ownership so that the share ownership would no longer qualify to appoint a member of the nomination committee, if the nomination committee so decides and on the condition that this takes place no later than three months before the date for the next annual general meeting, the member who has been appointed by this shareholder is dismissed and the largest shareholders who have not appointed a member in order of size (in terms of voting power) are offered to appoint a member to the nomination committee until the nomination committee consists of three members in addition to the board's President.

Shareholders who have appointed a member of the nomination committee have the right to replace such member with another person by notifying the chairman of the nomination committee (or, if it is the chairman of the nomination committee who is to be replaced, the chairman of the board) of this without delay and notifying which person is to replace him replace the member.

If a member leaves the nomination committee before the new nomination committee has been constituted, he must notify the chairman of the nomination committee (or, if it is the chairman of the nomination committee who leaves the nomination committee, the chairman of the board). In such a case, the shareholder who appointed the member shall without delay be given the opportunity to appoint a replacement and, if the shareholder does not appoint a replacement, the largest

shareholders who have not appointed a member in order of size (in terms of voting power) shall be offered to appoint a member of the nomination committee until the nomination committee consists of three members in addition to the chairman of the board.

Instruction to the selection committee

The members of the nomination committee must safeguard the interests of all shareholders and not reveal what occurred in the work of the nomination committee without authorization. Before accepting the assignment, a nomination committee member must carefully consider whether there is a conflict of interest or other circumstances that make it unsuitable to participate in the nomination committee.

The nomination committee must prepare and submit proposals to the general meeting for:

  • chairman of the general meeting,
  • the number of board members,
  • election of the chairman of the board and other board members,
  • board fee to each of the board members and board chairman as well as remuneration to the members of the company's board committee,
  • fee to the company's auditor,
  • proposal for the election of an auditor, and
  • any changes to the principles for appointing the nomination committee and the instructions to the nomination committee.

The nomination committee's proposal must be presented in the notice to the general meeting and on the company's website.

The nomination committee shall apply section 4.1 of the Swedish Code of Corporate Governance as a diversity policy whereby the nomination committee shall take into account that the board, taking into account the company's operations, stage of development and situation in general, shall have an appropriate composition, characterized by versatility and breadth regarding the competence, experience and background of the members elected by the general meeting. Furthermore, the nomination committee must work with the goal of achieving an even gender distribution on the board.

The nomination committee must otherwise fulfill the duties that according to the Swedish Code of Corporate Governance fall to a nomination committee. The members of the nomination committee receive no remuneration from the company for their work in the nomination committee. However, the company must, at the request of the nomination committee, provide personnel resources, such as secretarial functions in the nomination committee, to facilitate its work. If necessary, the company must also be able to answer for reasonable costs for external consultants that the nomination committee deems necessary for the nomination committee to be able to fulfill its mission.

Nomination committee in Seafire AB ahead of the 2024 annual general
meeting


The nomination committee for the 2024 annual general meeting consists
of:

  • Daniel Albin (chairman of the nomination committee), who represents Creades
  • Jonas Backman who represents Protector Forsikring
  • Carl Sundblad who represents Cliens Fonder
  • Joachim Berner chairman Seafire AB

Shareholders in Seafire AB are welcome to submit proposals to the
nomination committee at the email address info@seafireab.com or the
company's postal address, no later than March 1, 2024, before the 2024
annual general meeting.

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