Nomination committee

Teqnion's Nomination Committee for the company's Annual General Meeting 2024 has been appointed in accordance with the current instructions. The Nomination Committee consists of:

• Carl-Johan Ahlström, appointed by Vixar AB, Chairman of the Nomination Committee
• Kent Söderström, appointed by Investment AB Spiltan
• Boel Sjöstrand, appointed by Johan Steene

The main task of the Nomination Committee is to prepare proposals for board members and board remuneration. Additionally, the Nomination Committee shall submit proposals for auditor and audit fees, as well as meeting chairman, etc.

Shareholders who wish to submit proposals to Teqnion's Nomination Committee can do so to the Chairman of the Nomination Committee via email: ca@vixar.se or through the company. In order for proposals to be considered, they should be submitted no later than January 15, 2024.

Instructions for the Nomination Committee

This instruction is valid until the Annual General Meeting decides to adopt a new instruction.

Composition:

• The Nomination Committee shall consist of representatives of the three largest shareholders in terms of voting rights according to the share register maintained by Euroclear Sweden AB as of the last banking day in September each year.
• If a shareholder does not exercise their right to appoint a member, the next largest shareholder in terms of voting rights shall have the right to appoint a member to the Nomination Committee.
• The Chairman of the Board shall convene the Nomination Committee for its first meeting.
• The member representing the shareholder with the largest voting rights shall be appointed Chairman of the Nomination Committee, unless otherwise agreed by the members of the Nomination Committee.
• The Chairman of the Board or another Board member shall not be the Chairman of the Nomination Committee.
• Board members may be included in the Nomination Committee, but shall not constitute a majority of the Nomination Committee members.
• The CEO or any other person from the Company's management shall not be a member of the Nomination Committee.
• The mandate period of the Nomination Committee extends until a new Nomination Committee has been appointed.

Changes in Composition:

• In the event that a member leaves the Nomination Committee before its work is completed, if deemed necessary by the Nomination Committee, a substitute may be appointed from the same shareholder. Shareholders who have appointed a representative as a member of the Nomination Committee have the right to dismiss such member and appoint a new representative as a member of the Nomination Committee.
• If, during the mandate period of the Nomination Committee, a shareholder no longer belongs to the three largest shareholders in terms of voting rights, the member appointed by such shareholder shall offer their resignation, and the shareholder that has become one of the three largest shareholders in terms of voting rights shall have the right to appoint its representative. However, no changes shall be made to the composition of the Nomination Committee if only marginal changes in voting rights have occurred or if the change occurs later than two months before the Annual General Meeting, unless there are special reasons.
• Any changes in the composition of the Nomination Committee shall be announced immediately.

Independence:

• A majority of the members of the Nomination Committee shall be independent in relation to the Company and the Company's management.
• At least one member of the Nomination Committee shall be independent in relation to the shareholder or group of shareholders with the largest voting rights in the Company who collaborate on the management of the Company.
• If more than one Board member is included in the Nomination Committee, at most one of them shall be dependent in relation to the Company's major shareholders.

Mission of the Nomination Committee:

• The mission of the Nomination Committee is to submit proposals to the Annual General Meeting primarily regarding the election of Board members and auditors, as well as their remuneration. In order to fulfill its mission, the Nomination Committee shall obtain information about the Company and its operations, and familiarize itself with the current composition of the Board and the elected auditor. The Nomination Committee shall review any Board evaluation, if available, and interview the Chairman of the Board and Board members. The Nomination Committee may obtain additional information that it deems relevant for its work.
• The Nomination Committee shall submit proposals for:
  - Chairman of the Meeting,
  - Board members,
  - Chairman of the Board,
  - Auditors,
  - Board remuneration with a breakdown between the chairman and each of the other members, as well as compensation for any committee work,
  - Remuneration to the Company's auditors, and
  - To the extent deemed necessary, proposals for amendments to this instruction.
• The Nomination Committee's proposals shall be presented in the notice of the Annual General Meeting and on the Company's website.
• The Nomination Committee shall provide a motivated opinion on its proposal for the composition of the Board. The Nomination Committee's proposal shall take into account the Company's operations, stage of development, and conditions to achieve an appropriate composition. The proposal shall be characterized by diversity and breadth in terms of the competence, experience, and background of the Board members elected at the Annual General Meeting. Gender balance shall be pursued.
• The Nomination Committee's proposal to the Annual General Meeting regarding the election of auditors shall include the recommendation of the audit committee (if the Board has not established an audit committee, the Board is meant). If the proposal differs from the alternative recommended by the audit committee, the reasons for not following the committee's recommendation shall be stated in the proposal. The auditor or auditors proposed by the Nomination Committee must have been part of the selection process of the audit committee, if the Company has been required to conduct such a process.

Information about the Nomination Committee on the web:

The composition of the Nomination Committee shall be announced as soon as they are appointed on the Company's website, no later than six months before the Annual General Meeting. Information about the names of the members of the Nomination Committee shall be provided, and if a member has been appointed by a specific shareholder, the shareholder's name shall be stated. If a member resigns from the Nomination Committee, information about this shall be provided. If a new member is appointed, corresponding information about the new member shall be provided. The website shall also provide information on how shareholders can submit proposals to the Nomination Committee.

Remuneration:

No remuneration shall be paid to the members of the Nomination Committee. Any necessary expenses for the work of the Nomination Committee shall be borne by the Company, and upon request of the Nomination Committee, the Company shall provide personnel resources such as secretarial function in the Nomination Committee to facilitate the work of the Nomination Committee.