Nomination committee

Nomination committee purpose

In accordance with the Swedish Code, Dynavox Group AB (Publ) is required to have a Nomination Committee, the primary responsibilities of which are to consider and submit to the AGM proposals and recommendations regarding:

The Chair of the AGM
The number of Board members
The nominees for election to the Board
The Chair of the Board
Fees to Board members, including the Chair, and remuneration for Board members’ work on the Board committee
Selection of external auditors (when applicable)
Fees to external auditors
Changes to the process (if applicable) regarding the composition and tasks of the Nomination Committee

The general meeting determines the process for establishing the Nomination Committee and its members. At Dynavox Group AB (Publ)’s AGM 2024, it was decided that the following process would apply until the general meeting resolves otherwise.

Composition of Nomination committee

The Nomination Committee of Dynavox Group shall consist of one member appointed by each of the three largest shareholders in terms of votes, based on the share register maintained by Euroclear Sweden on 31 August each year and other reliable ownership information provided to the company at that time. The chairman of the Board of Directors shall be co-opted member of the Nomination Committee and convene the Nomination Committee’s first meeting.

If any of these shareholders decides to waive its right to appoint a representative, the right passes to the shareholder who, after these shareholders, has the largest shareholding.

If a member of the Nomination Committee resigns, the shareholder who appointed the member shall be entitled to appoint a replacement. In the event that a shareholder, who has appointed a member of the Nomination Committee, significantly reduces its shareholding and thus no longer belongs to the three largest shareholders in terms of votes, this member shall make its position available. In such event, the Nomination Committee shall offer another shareholder who is among the largest shareholders in terms of votes to appoint a replacement, or alternatively expand the Nomination Committee.

There is no need to change the composition of the Nomination Committee if the change in ownership occurs less than three months prior to the annual general meeting.

The member representing the largest shareholder shall, unless the Nomination Committee decides otherwise, be appointed chairman of the Nomination Committee. The composition of the Nomination Committee shall be announced no later than six months prior to the annual general meeting. Changes in the composition of the nomination committee shall be announced immediately.

Nomination committee proposals

Shareholders who wish to submit proposals to the Nomination Committee may do so by email to generalmeeting@dynavoxgroup.com

Nomination committee tasks

The Nomination Committee will prepare proposals for the AGM in 2025, including proposals for the Chair of the AGM, Board members, Chair of the Board, remuneration for Board members, auditors, fees to the auditors, and to the extent deemed necessary, the tasks and composition of the Nomination Committee for the AGM in 2025.

Ahead of the 2024 AGM the nomination committee consisted of:

Jan Andersson, Chairman of the Nomination Committee, appointed by Swedbank Robur
Helen Fasth Gillstedt, appointed by the Handelsbanken Fonder
Robin Nestor, appointed by Lannebo Fonder
Åsa Hedin, then Chair of the Board

Dynavox Group’s nomination committee meets the requirements for independence.