Nomination Committee
Clas Ohlson AB’s (publ) Nomination Committee appointed
According to the applicable nomination committee instruction, Clas Ohlson's Nomination Committee is to comprise four members representing the four largest shareholders by voting rights. If a shareholder declines to appoint a member, the next largest shareholder shall be offered to appoint a member. The Chairman of the Board shall be co-opted to the Nomination Committee.
Prior to the annual general meeting 2026, the fourth largest shareholder has declined to appoint a member, wherefore the fifth largest shareholder has instead appointed a member, and the nomination committee has the following composition:
- Malin Persson, appointed by the Haid owner family (Chair)
- Johan Ståhl, appointed by the Tidstrand owner family
- Richard Torgerson, appointed by Nordea Fonder
- Oscar Bergman, appointed by Swedbank Robur Fonder
- The Chairman of the Board, Kenneth Bengtsson, is co-opted to the Nomination Committee.
The assignment of the Nomination Committee is to submit proposals to the forthcoming Annual General Meeting where election of the Board shall take place regarding Chairman and other members of the Board, election of auditors as well as fees and other remuneration for Board assignments to each of the Board members and the auditor. The Nomination Committee shall also submit a proposal for Chairman at the meeting.
The composition of the Nomination Committee is based on the ownership structure as of 30 September 2025. The Nomination Committee represents approximately 71 per cent of the total voting power of all shares in the company. The above Nomination Committee shall remain until a new Nomination Committee is appointed.
The Annual General Meeting will be held on 11 September 2026. Shareholders who wish to submit proposals to the Nomination Committee may do so via e-mail: valberedninqen@clasohlson.se or by letter to the address: Clas Ohlson AB, Valberedningen, 793 85 Insjön, Sweden. In order for the Nomination Committee to be able to process received proposals in a constructive manner, proposals should be submitted to the Nomination Committee well in advance of the meeting.
For further information, please contact:
Niklas Carlsson, Head of External Communications and IR, +46 247 444 29, niklas.carlsson@clasohlson.se
Instruction for nomination committee add
The Nomination Committee shall consist of four members. The Chairman of the Board of Directors is instructed to contact the four largest shareholders in terms of votes as of September 30 and ask them to appoint one member each.
For the purpose of determining the four largest shareholders in terms of voting rights, a group of shareholders shall be deemed to constitute one shareholder if they have (i) been grouped together in a reliable information service or (ii) publicly announced and notified the company that they have reached a written agreement to adopt a common long-term approach to the management of the company through the coordinated exercise of voting rights. If a shareholder
refrains from appointing a member, the next largest shareholder shall be offered the opportunity to appoint a member. The Chairman of the Board shall be co-opted to the Nomination Committee. The names of the four members and the names of the shareholders who appointed them shall be made public as soon as possible.
The chairman of the Nomination Committee shall, unless the members agree otherwise, be the member representing the largest shareholder in terms of voting rights.
The shareholder whose holding in the company after the appointment of the Nomination Committee has reached such a size that it would have entitled to the appointment of a member of the Nomination Committee may notify the Nomination Committee in writing. If the Nomination Committee receives such notification no later than March 31, the shareholder shall be entitled to appoint a member of the Nomination Committee. This member shall then replace the member appointed by the shareholder who is no longer among the four largest shareholders.
A shareholder who has appointed a member of the Nomination Committee always has the right to dismiss the member and appoint a replacement. If a member leaves the Nomination Committee before its work is completed, the shareholder who appointed the member has the right to appoint a new member to the Nomination Committee.
Should the Nomination Committee at any time consist of fewer than four members, the Nomination Committee shall nevertheless be authorized to fulfill the tasks incumbent on the Nomination Committee under these instructions.
No remuneration is paid to the members of the Nomination Committee. At the request of the Nomination Committee, the company shall provide human resources, such as a secretarial function in the Nomination Committee to facilitate the work of the Nomination Committee. If necessary, the company shall also be able to pay reasonable costs, for example for external consultants, which the Nomination Committee deems necessary to fulfill its assignment.
The Nomination Committee shall fulfill the tasks set out in the Swedish Corporate Governance Code, which means, among other things, that the Nomination Committee shall prepare proposals on the following issues to be presented to the Annual General Meeting for decision:
• chairman of the meeting,
• number of Board members,
• Board members and Chairman of the Board,
• remuneration of the Chairman of the Board and other non-executive directors and remuneration for committee work,
• the election and remuneration of the auditor,
• to the extent deemed necessary, amendments to the instructions of the Nomination Committee.
The Nomination Committee's term of office extends until a new Nomination Committee is appointed. A new Nomination Committee shall be appointed in accordance with these instructions before each Annual General Meeting.
This instruction was adopted by the Annual General Meeting 2025 and shall remain in force until further notice.
