Nomination Committee
The Nomination Committee in MilDef Group AB shall consider the interests of all shareholders and ensure an adequate preparation of election and remuneration matters to be resolved on by the General Meeting. The Nomination Committee shall be appointed for a term of office until the next composition of the Nomination Committee has been announced for preparation and submission of proposals to the shareholders at the General Meeting regarding:
- Chair of the General Meeting,
- number of members of the Board,
- election of members of the Board and Chair of the Board,
- fees for the members of the Board including division between the Chairman and the other Board members, as well as fees for committee work,
- election of auditor,
- fees to the auditor,
- any amendments of the instructions for the Nomination Committee, and
- other matters which, according to the Swedish Corporate Governance Code, may be incumbent upon a nomination committee.
The Nomination Committee shall consist of three members, and the Chair of the Board shall be co-opted to the Nomination Committee. The Chair of the Board shall, as soon as possible after the end of August, contact the three largest shareholders in terms of voting rights registered in the share register maintained by Euroclear Sweden AB as of the last banking day in August, whereby any other circumstances known by the Chair of the Board shall be taken into account, and request them to appoint their representative to the Nomination Committee ahead of the upcoming Annual General Meeting without delay. Should a shareholder decline to participate in the Nomination Committee, the right to appoint a member of the Nomination Committee will pass on to the largest shareholder in turn. The Chair of the Nomination Committee shall be the member that has been appointed by the largest shareholder in terms of voting rights unless the Nomination Committee decides otherwise. The Chair of the Board or any other Board member shall not be appointed Chair of the Nomination Committee. The composition of the Nomination Committee shall be publicly announced on the company’s website no later than six months prior to the upcoming Annual General Meeting with information on the names of the members of the Nomination Committee and if a member has been appointed by a particular owner.
To begin the preparation for the upcoming Annual General Meeting, the Chair of the Board shall summon to a statutory meeting with the Nomination Committee during September or October.
If changes occur in the share register kept by Euroclear Sweden AB such that another shareholder holds a greater number of votes than any of the shareholders who have appointed a member of the Nomination Committee in accordance with the procedure above – and the change is more than marginal – the Nomination Committee shall have the right to change the composition of the Nomination Committee and/or co-opt representative(s) to the Nomination Committee in such a manner as the Nomination Committee deems appropriate. Changes in ownership that occur later than three months before the Annual General Meeting shall not cause any change in the composition of the Nomination Committee.
If a member resigns from the Nomination Committee before its work is completed and the Nomination Committee finds it appropriate to appoint a substitute, a substitute shall be appointed from the same shareholder that appointed the member. If that shareholder no longer is among the largest shareholders in terms of voting rights, the largest shareholder next in turn shall have the right to appoint a representative. A change in the composition of the Nomination Committee shall immediately be announced according to the above.
No remuneration will be paid to the members of the Nomination Committee. The Nomination Committee has, however, the right to request that the company pays for necessary expenses, such as costs for recruitment consultants, if it is considered necessary in order to find a suitable selection of candidates for the Board.
The instructions for the Nomination Committee shall apply until a future General Meeting resolves to amend it.
Shareholders may submit proposals to the Nomination Committee no later than six weeks before the Annual General Meeting by email to; valberedning@mildef.com, or by letter to; MilDef Group AB, Att: Nomination Committee, Box 22079, S-250 22 Helsingborg.
Nomination Committee for the 2026 Annual General Meeting
MilDef Group AB’s Nomination Committee consists of the following members:
- Celia Grip, appointed by Swedbank Robur Fonder, Chair of the Nomination Committee
- Martin Jonasson, appointed by Andra AP-Fonden
- Mattias Montgomery, appointed by Carnegie Fonder
- The Chair of the Board Björn Karlsson is co-opted to the Nomination Committee.
Shareholders who wish to submit proposals to the Nomination Committee for the AGM 2026 can do so by e-mail to valberedning@mildef.com or by letter to:
MilDef Group AB
Att: Nomination Committee
Box 22079
S-250 22 Helsingborg.
In order for the Nomination Committee to be able to consider proposals received in a constructive manner for the 2026 Annual General Meeting, such proposals should be received by the Nomination Committee no later than January 31, 2026.
MilDef’s Annual General Meeting will be held in Helsingborg on May 21, 2026.
For more information, please contact Celia Grip, Chairman of the Nomination Committee; +46 (0)70 228 66 06, celia.grip@swedbankrobur.se
