Nomination committee

Nomination committee

In accordance with the principles of appointing the nomination committee in Vimian, the company shall have a nomination committee consisting of a member appointed by each of the three shareholders representing the shareholders with the largest number of votes or ownership in the group, together with the chairman of the board.

The nomination committee’s proposals will be submitted in connection with the notice of the annual general meeting. The nomination committee is responsible for preparing and presenting proposals for Board fees (divided between the Chairman, board members and committees), Chairperson of the general meeting, remuneration of auditors, principles for the nomination committee and election of Chairman, Board members and auditors.

Vimian’s Nomination Committee for the general meeting will be appointed based on the ownership structure as of 30 September each year.

Nomination Committee for Vimian’s 2024 Annual General Meeting

The nomination committee comprises the following members:

Håkan Håkansson, Fidelio Capital

Suzanne Sandler, Handelsbanken Fonder

Nick Bova, Finn Pharmaceuticals Trust

Gabriel Fitzgerald, Chairman of the Board

Chairman of the Nomination Committee will be appointed at the Nomination Committee’s first meeting.

Shareholders who would like to submit proposals to the Nomination Committee for the 2024 Annual General Meeting can submit them via email to agm@vimian.com no later than 29 March.

Principles of appointing the nomination committee in Vimian

At the annual general meeting held on 24 May 2021 it was resolved to adopt the following principles for the nomination committee.

The company shall have a nomination committee consisting of a member appointed by each of the three shareholders representing the shareholders with the largest number of votes or ownership in the group, together with the chairman of the board. The nomination committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 30 September each year and other reliable ownership information available by the company at such time and the board’s chairman who will also convene the first meeting of the nomination committee.

The member of the board of directors representing the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints another member of the nomination committee as chairman. In the event that, before the date falling three months prior to the annual general meeting, one or more of the shareholders having appointed representatives of the nomination committee no longer being among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives in accordance with these instructions. Should a member resign from the nomination committee before its work has been completed and the nomination committee considers it necessary to replace such member, such substitute member is to represent the same shareholder, or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Shareholders who have appointed a representative to be a member of the nomination committee shall have the right to dismiss such member and appoint a new representative of the nomination committee. Changes to the composition of the nomination committee must be publicly announced immediately.

The nomination committee shall prepare the following proposals to be passed on for resolution at the annual general meeting:

• Chairman of the general meeting;
• Number of board members;
• Members of the board of directors;
• Chairman of the board of directors;
• Board remuneration divided between the chairman and;
• Other members of the board of directors as well as remuneration for committee work;
• Auditors;
• Remuneration to the company’s auditors and;
• To the extent deemed necessary, changes in the current instruction for the nomination committee.

In performing its duties, the nomination committee shall act in accordance with the requirements stipulated in the Swedish Companies Act and the Swedish Code of Corporate Governance.

The composition of the nomination committee for the annual general meeting shall normally be announced no later than six months before the annual general meeting. Remuneration shall not be paid to the members of the nomination committee. The company is to pay any necessary expenses that the nomination committee may incur as part of conducting its work, for example, costs for external consultants deemed necessary by the nomination committee in order for the nomination committee to fulfill its duties. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.