In accordance with the instruction for the Nomination Committee adopted by the 2021 Annual General Meeting, SynAct Pharma’s Nomination Committee shall comprise four members, who shall be appointed as follows:
The chairman of the board of directors shall as soon as possible when the information regarding the three largest shareholders as per the end of September is known, contact the three largest shareholders to find out whether they wish to appoint a representative to the Nomination Committee. In case one of the three largest shareholders refrain from appointing a representative, or such representative resign prior to completion of the assignment and without the shareholder who has appointed the representative appointing a new member, the chairman of the board of directors shall encourage the next owner in size (i.e. in the first place the fourth largest shareholder) to appoint a representative. The procedure shall go on until the Nomination Committee is composed of four members including the chairman of the board of directors.
The Nomination Committee shall appoint the Chairman of the Nomination Committee among its members. The chairman of the board of directors or another member of the board of directors should not be appointed as Chairman of the Nomination Committee.
The members of the Nomination Committee shall be announced no later than six months before the annual general meeting. When significant changes in the ownership occur after the date the Nomination Committee was appointed, the Nomination Committee may, if it considers it necessary, decide to offer a new owner a position in the Nomination Committee in accordance with the principles above. Changes in the Nomination Committee shall be made public immediately.
The Nomination Committee shall prepare and propose the following to the coming annual general meeting:
a) election of chairman at the general meeting,
b) election of chairman of the board of directors and other members of the board of directors,
c) fees to the board of directors, divided between the chairman and other members, and any fees for committee work,
d) election of auditor and fees to the auditor, and
e) principles for appointment of the Nomination Committee (if the Nomination Committee considers that the current principles and instruction should be updated).