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 2025, 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 leaves the Nomination Committee before its work is completed, the shareholder who appointed the resigning member shall be given the opportunity to appoint a new member of the Nomination Committee. Shareholders who have appointed a member of the Nomination Committee have the right to dismiss such member and appoint a new member of the Nomination Committee. If the shareholder who appointed the member no longer belongs to the three largest shareholders in terms of votes, the appointed member shall offer to resign and a new member shall be appointed in accordance with the above mentioned procedure.

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 2026, including proposals for the Chair of the AGM, the number of members of the Board of Directors, the members of the Board of Directors, the Chair of the Board of Directors, fees to the Chair and the members of the Board of Directors and remuneration to the Chair and the members of the Board of Directors’ committees, for Board members, auditor (if necessary) and fees to the auditor, and amendments to the instruction for the Nomination Committee, if necessary.

The members of the Nomination Committee shall not receive any remuneration for their work, however, the company shall be accountable for reasonable costs associated with the fulfilment of the Nomination Committee’s assignment.

Ahead of the 2025 AGM the nomination committee consisted of:

Joachim Spetz, Chairman of the Nomination Committee, appointed by Swedbank Robur
Helen Fasth Gillstedt, appointed by the Handelsbanken Fonder
Henrik Eskilsson, own mandate
Gitte Aabo, Chair of the Board

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