NOMINATION COMMITTEE´S PROPOSED RESOLUTION FOR THE ANNUAL GENERAL MEETING OF TARGETEVERYONE AB (PUBL)
Prior to the 2018 Annual General Meeting, TargetEveryone's Nomination Committee consisted of Bo Lindén (Chairman of the Nomination Committee), Nils Arne Tvedten and Tommy Hansen. In addition, the Chairman of the Board Fredric Forsman has been a member of the Nomination Committee. The Nomination Committee has submitted a proposal for a resolution at the Annual General Meeting as follows.
Election of Chairman of the Meeting
The Nomination Committee proposes that the Chairman of the Board, Fredric Forsman, should be elected Chairman of the Annual General Meeting.
Determination of the number of Board members and, if any, deputies of the Board, and election of auditor
The Nomination Committee proposes that the Board should be composed of three members and that Fredric Forsman, Torkel Johannesen and Matt Harris will be re -elected as Board members. Peter Håkansson has declined re-election.
The Nomination Committee proposes that the registered accounting firm PricewaterhouseCoopers AB should be re-elected as the auditor for the period until the end of the next Annual General Meeting. PricewaterhouseCoopers AB will appoint Henrik Boman as Chief Accountant.
Determination of remuneration to the Chairman of the Board, other Board members and auditor
The Nomination Committee proposes that the Board remuneration, until the end of the next Annual General Meeting, should be SEK 250 000 to the Chairman and SEK 100 000 to each of the other Board members nominated by the Annual General Meeting. In addition, remuneration may be paid on the basis of special efforts (consultancy, etc.) by members within their respective areas of competence, if such efforts have been approved in advance by the Chairman of the Board or by two Board members. Furthermore, the Nomination Committee proposes that the auditors will be remunerated with a reasonable amount with an approved account.
Nomination Committee's proposal for a decision on election committee
The Board proposes that the Annual General Meeting decides a nomination committee. The company shall have a nomination committee consisting of four persons. Each of the company's three largest shareholders (by votes), with related parties as defined in the Companies Act (Aktiebolagslagen), Chapter 21, § 1 shall be included, as of August 31, 2018 shall be entitled to appoint a member of the Nomination Committee. In addition, the Nomination Committee shall consist of a Board member appointed by the Board, which also shall be convening. The Nomination Committee elects a non-executive member as chairman.
If significant changes occur in the ownership structure after the nomination committee's constituency, the composition may also be changed, with the next shareholder being able to appoint a member of the Nomination Committee in an order of magnitude. Changes to the Nomination Committee shall be published immediately. In the event that one of the three largest voting shareholders sells all, and not only a portion, of their shares in the company before the nomination committee fulfills its duties, instead of such shareholders, the voter fourth largest shareholder shall appoint a new member, etc.
The Nomination Committee's mandate lasts until a new Nomination Committee is appointed. The Nomination Committee's task shall be to submit to the Annual General Meeting proposals regarding the number of Board members to be elected by the Annual General Meeting, Board remuneration, Chairman and other members of the Board, Chairman of the Annual General Meeting, and election of auditors and auditor´s remuneration.
For further information
Chairman of the Board
+46 73-978 78 44
Mangold Fondkommission AB (556585-1267)
Box 55 691 102 15 Stockholm
Phone: +46 8 503 015 50