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INVESTOR

Nomination committee

Principles for the nomination committee

The company shall have a nomination committee consisting of a member appointed by each of the three shareholders or ownership groups with the largest number of votes together with the chairperson of the board, who will also convene the first meeting of the nomination committee. The nomination committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 31 August each year and other reliable ownership information available to the company at such time. 

The committee member representing the largest shareholder shall be appointed chairperson of the nomination committee, unless the nomination committee unanimously appoints another member of the nomination committee as chairperson. 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 are no longer 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:

  • chairperson of the general meeting,
  • number of board members, board members and chairperson of the board,
  • board remuneration divided between the chairperson and other board members as well as remuneration for committee work,
  • auditors and 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 Corporate Governance Code.

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 fulfil its duties. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.

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Prior to annual general meeting 2025

The Nominating Committee at Sleep Cycle appointed

According to the instructions for the nominating committee at Sleep Cycle that were resolved at the Annual General Meeting on 11 April 2024, the nominating committee shall, in addition to the Chairman of the Board, consist of representatives from the three largest shareholders registered as per August 31 of the year that falls before the Annual General Meeting.

Following the confirmation of the nominating committee, the Chairman of the Board has summoned the nominating committee for its first meeting. The nominating committee consists of the following representatives:

  • Martin Anthonsen, appointed by MCGA AB and H265 AB, who respectively represent 21.5% of the votes and together represent 42.9% of the votes.
  • Erik Olsson, appointed by GLA Invest SA, representing 23.6% of the votes.
  • Erik Bertilsson, appointed by Lancelot Asset Management, representing 2.9% of the votes.
  • Anne Broeng, Chairman of the Board of Sleep Cycle.

The nominating committee combined represent 69.4% of the votes in the company.
The committee has appointed Martin Anthonsen as chairman.

The nominating committee shall prepare and present the following resolution at the Annual General Meeting:

  • Chairman of the Annual General Meeting
  • Number of board members
  • Board members
  • Chairman of the Board
  • Board fees apportioned between the chairman and other members of the board as well as remuneration for committee work
  • Auditors
  • Fees for the company’s auditors
  • To the extent deemed necessary, changes to the applicable nominating committee instructions

In keeping to its assignment, the nominating committee shall fulfil the tasks that, according to the Swedish Companies Act and the Swedish Code of Corporate Governance, fall to the nominating committee.

Information about the nominating committee’s work and instructions to the nominating committee can be found on the company’s website. The nominating committee’s proposal will be presented in the notice convening the Annual General Meeting 2025 and on the company’s website – http://investors.sleepcycle.com.

Shareholders who wish to submit proposals to the nominating committee can contact the nominating committee at the company’s address or by e-mail to [email protected]. In order to give the nominating committee the opportunity to consider a proposal, a proposal must have been received by the nominating committee well in advance of the Annual General Meeting, but no later than 8 February 2025.