At the Annual General Meeting of Balco AB in May 2026, an instruction for the appointment of the Nomination Committee was adopted, which applies until otherwise resolved by the General Meeting. According to this instruction, the company shall have a Nomination Committee consisting of one representative each from the four largest shareholders by voting rights, based on data from Euroclear Sweden AB as of the last banking day in August. The Chairman of the Board is co-opted to the Nomination Committee.
The Nomination Committee for the 2026 Annual General Meeting consisted of the following members:
- Carl-Mikael Lindholm, representing the Hamrin family (chairman of the nomination committee)
- Annica Nordin, representing Skandrenting AB
- Magnus Sjöqvist, representing Swedbank Robur Fonder
- Lena Björkman, representing herself
- Ingalill Berglund, Balco's chairman of the board
The Nomination Committee shall in advance of the Annual General Meeting prepare suggestions regarding the Chairman of the Meeting, number of Board members, fees to be paid to the Chairman of the Board and Board members, election of Board members and Board Chairman, remuneration to the auditor and election of auditor and, if necessary, proposal for changes in the instruction to the Nomination Committee.
The Nomination Committee of the Company shall, ahead of the Annual General Meeting, consist of representatives of the four largest shareholders by voting rights according to the shareholder register maintained by Euroclear Sweden AB as of the last banking day in August (the year preceding the Annual General Meeting). The Chairman of the Board is co-opted to the Nomination Committee (i.e. not a member) and shall be responsible for contacting the relevant shareholders and requesting them to each appoint one member to the Nomination Committee. If any of these shareholders chooses to waive their right to appoint a member, the next shareholder in order of size shall be asked. Only shareholders holding 5% or more of the Company need be asked, unless this is required for the Nomination Committee to consist of at least three members appointed by shareholders.
A member of the Nomination Committee shall, before accepting the assignment, carefully consider whether any conflict of interest or any other circumstance exists that makes it inappropriate to serve on the Nomination Committee.
The Chairman of the Board is responsible for convening the Nomination Committee. The member representing the largest shareholder by voting rights shall be appointed as Chairman of the Nomination Committee, unless the members agree otherwise. The composition of the Nomination Committee shall be made public as soon as possible after the members have been appointed as described above, and normally no later than six months before the Annual General Meeting.
The term of office of the Nomination Committee runs until a new Nomination Committee has been appointed. In the event that a member leaves the Nomination Committee before its work has been completed and the Nomination Committee considers it desirable that a replacement be appointed, such replacement shall be drawn from the same shareholder or, if that shareholder is no longer among the largest shareholders by voting rights, from the next shareholder in order of size. If the ownership structure of the Company changes, the Nomination Committee may choose to alter its composition so that the Nomination Committee appropriately reflects the ownership structure of the Company. Even if changes occur in the Company's ownership structure, no changes need be made to the composition of the Nomination Committee in the case of minor changes or if a change occurs less than three months before the Annual General Meeting, unless warranted by special circumstances. Any change in the composition of the Nomination Committee shall be made public without delay.
The Nomination Committee has a quorum when more than half of the members are present. However, no decision on a matter may be taken unless all members have been given an opportunity to participate in the consideration of the matter. The opinion supported by more than half of the members present shall constitute the decision of the Nomination Committee or, in the event of a tied vote, the opinion supported by the Chairman of the Nomination Committee.
The CEO or any other member of the Company's executive management shall not be a member of the Nomination Committee, and when calculating the largest shareholders by voting rights in the Company as described above, the direct and indirect holdings of such persons shall be disregarded.
The Nomination Committee shall, in carrying out its assignment, fulfil the duties incumbent on a nomination committee under the Swedish Corporate Governance Code.
No remuneration shall be paid to the members of the Nomination Committee. The Company shall, however, bear reasonable costs that the Nomination Committee deems necessary for the Nomination Committee to fulfil its assignment, including costs for external consultants.