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INVESTOR

Nomination committee

Companies applying the Code shall have a nomination committee. According to the Code, the shareholders’ meeting shall appoint the members of the nomination committee or resolve on procedures for appointing the members. The nomination committee shall, pursuant to the Code, consist of at least three members of which a majority shall be independent in relation to the Company and the Group Management. In addition, at least one member of the nomination committee shall be independent in relation to the largest shareholder in terms of voting rights or group of shareholders who cooperates in terms of the Company’s management.

At the annual shareholders’ meeting held on 19 May 2021, it was resolved to adopt the following principles for the nomination committee.

Prior to annual general meeting 2023

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 19 May 2021, the nominating committee shall, in addition to the Chairman of the Board, consist of representatives from the three largest shareholders registered as per September 30 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:

  • Mathias Høyer, appointed by MCGA AB and H265 AB, who respectively represent 21.05% of the votes and together represent 42.1% of the votes.
  • Erik Olsson, appointed by GLA Invest SA, representing 22.7% of the votes.
  • Anna Sundberg, appointed by Handelsbanken Fonder, representing 7.1% of the votes.
  • Lars Berg, Chairman of the Board of Sleep Cycle.

The nominating committee combined represent 71.9% of the votes in the company. The committee has appointed Anna Sundberg 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 2023 and on the company’s website – www.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 2023.

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