Fastighets Balder : 13 Resolution on adoption of instructions for the nomination committee

The English text is an unauthorized translation solely for convenience purposes. In case of inconsistencies between the Swedish and the English text, the Swedish text shall prevail.

Material to AGM, p. 13

Resolution on adoption of instructions for the Nomination Committee (item 13)

The Nomination Committee proposes that the Annual General Meeting approves the following instructions for the Nomination Committee.

The instructions for the Nomination Committee shall remain in force until resolutions concerning changes regarding the Nomination Committee's instructions is made by the Annual General Meeting.

1. The Nomination Committee, which represents the Company's shareholders and is the General Meeting's body for the preparation of certain decisions concerning appointments to be made by the General Meeting, shall carry out its duties in accordance with the Swedish Corporate Governance Code.
2. The Company shall have a Nomination Committee consisting of one member for each of the three largest shareholders in terms of voting rights in accordance with item 3 below, who wishes to appoint a director, as well as the Chairman of the Board. If any of the three largest shareholders in terms of voting rights waive their right to appoint a member to the Nomination Committee, the next shareholder in order of size shall be given the opportunity to appoint a member.
3. The Nomination Committee for next year's Annual General Meeting shall be constituted based on the shareholders who, as of the last banking day in September, have been registered in the share register maintained by Euroclear Sweden AB, as well as other reliable information about shareholdings that has been provided to the Company at this time.
4. The Chairman of the Board shall, as soon as information about ownership as described above is available, contact a representative of each of the three largest shareholders in the Company, who then has the right to appoint one member each to the Nomination Committee. The members of the Nomination Committee shall be announced no later than six months before each Annual General Meeting. If a member is appointed by a certain owner, the name of the owner must be indicated.

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1. The Nomination Committee shall appoint the Chairman of the Nomination Committee from among its members. The Chairman shall not be a director of the Company.
2. If one or more of the shareholders who have appointed members to the Nomination Committee no longer belong to the three largest shareholders earlier than two months before the Annual General Meeting, members appointed by these shareholders shall make their seats available and the shareholder or shareholders who have become one of the three largest shareholders in terms of voting rights shall, after contact with the Chairman of the Nomination Committee, appoint their members.
3. Shareholders who have become one of the three largest shareholders later than two months before the Annual General Meeting shall, instead of being part of the Nomination Committee, have the right to appoint a representative who shall be temporarily admitted as a member to the Nomination Committee and thus participate without voting rights.
4. Shareholders who have appointed a member of the Nomination Committee have the right to dismiss such member and appoint a new member. Changes regarding the composition of the Nomination Committee shall be announced as soon as they have taken place.
5. The Nomination Committee shall submit proposals for resolutions regarding the following items to the Annual General Meeting (including, where applicable, the Extraordinary General Meeting):
6. 1. a proposal for Chairman of the Annual General Meeting,
   2. a proposal on the number of directors on the board,
   3. a proposal regarding the director's fees divided between the chairman and other directors of the board,
   4. the fees for the Company's auditors,
   5. a proposal for directors,
   6. a proposal for Chairman of the Board of Directors,
   7. the election of an auditor, and
   8. where appropriate, proposals for decisions on instructions for the Nomination Committee.
7. The Company shall be informed of the Nomination Committee's proposals no later than six weeks before the Annual General Meeting. All information about any new directors shall be annexed to the proposal.
8. The mandate of the current Nomination Committee shall remain in force until the new Nomination Committee is appointed according to the criteria above.
9. No remuneration shall be paid to the members of the Nomination Committee.

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