Nomination committee

The Nomination Committee’s tasks include:

• To evaluate the Board of Directors’ work and composition
• To submit proposals to the Annual General Meeting regarding the election of Board Directors and the Chairman of the Board
• To prepare proposals regarding the election of Auditors in cooperation with the Audit Committee (when appropriate)
• To prepare proposals regarding the fees to be paid to Board Directors and to the Company’s Auditors
• To prepare proposals for the Chairman of the Annual General Meeting
• To prepare proposals for the administration and order of appointment of the Nomination Committee for the Annual General Meeting.

Nomination Committee for the 2025 Annual General Meeting

The Nomination Committee for the 2025 Annual General Meeting comprises Axel Medefelt-Westphalen, appointed by Rite Ventures, Stefan Palm, appointed by ettfemsju själ AB, and Alexander Antas, appointed by Mandatum Life Insurance Company. Axel Medefelt-Westphalen has been appointed Committee Chair. Shareholders wishing to submit proposals to the Nomination Committee can do so in writing via email to ir@nelly.com or by mail to Nelly Group AB (publ), attn. Company Secretary, P.O. Box 690, SE-501 13 Borås, Sweden.

The Annual General Meeting that was held on 13 May 2024 resolved on the following guidelines for remuneration to senior executives.

Instruction for the Nomination Committee

The instruction shall apply until the General Meeting resolves otherwise.

The Nomination Committee shall consist of one representative of each of the three largest shareholders in Nelly Group AB (publ) (the “Company”) in terms of votes, based on the share register maintained by Euroclear Sweden AB as of the last trading day in September each year.

As soon as possible after the last trading day in September each year, the Chair of the Board shall contact shareholders as set out above. If any of the three largest shareholders choose to waive their right to appoint a member of the Nomination Committee, the right shall be transferred to the shareholder who, after these shareholders, has the largest shareholding in the Company in terms of votes. However, no more than five additional shareholders must be contacted, unless the Chair of the Board considers that there are special reasons for doing so.

The members of the Nomination Committee shall appoint a Chair at their first (constituent) meeting. The Chair of the Board shall be invited to the Nomination Committee’s meetings when deemed appropriate by the Committee.

The composition of the Nomination Committee, stating which shareholder has appointed each member, shall be announced on the Company’s website no later than six months before the Annual General Meeting. The term of office for the Nomination Committee shall be for the period until a new Committee has been appointed.

If a member resigns during the Committee term, the Nomination Committee may choose to appoint a new member. Provided that the shareholder who appointed the resigning member is still one of the largest shareholders of the Company, the shareholder shall be asked to appoint a new member. If this shareholder refrains from appointing a member, the Nomination Committee may ask the next largest shareholder who has not previously appointed a member of the Committee. Changes in the composition of the Nomination Committee shall be made public as soon as they occur.

If the ownership structure of the Company changes, the Nomination Committee may choose to amend its composition to ensure that the Committee appropriately reflects the ownership of the Company. However, unless there are special circumstances, the composition of the Committee may remain unchanged following changes in the ownership structure that are either minor or occur less than three months prior to the Annual General Meeting.

All information received by the members of the Nomination Committee in the course of their assignment or otherwise received by the Company shall be treated as strictly confidential and may not be disclosed to third parties before the information is made public. The Nomination Committee’s proposals shall be communicated to the Company in reasonable time to ensure compliance with the Swedish Corporate Governance Code. No remuneration shall be paid to the members of the Nomination Committee. The Committee shall have the right to receive resources from the Company upon request, such as a secretary function in the Nomination Committee and the right to charge the Company with costs for recruitment consultants and travels related to the assignment, if deemed necessary.

The Nomination Committee shall perform the duties of the Nomination Committee in accordance with the Swedish Corporate Governance Code.