Please note that this English translation is for information purposes only.
In case of any discrepancies between this version and the Swedish version of this information, the Swedish version shall prevail.
In accordance with a decision at HANZA Holding AB's last Annual General Meeting, a nomination committee consisting of four members shall be appointed prior to the 2020 AGM. The nomination committee shall consist of the Chairman of the Board of Directors, and three members appointed by the three largest shareholders, or ownership groups, in the company. Since Francesco Franzé is a member of the Nomination Committee both in capacity of being Chairman of the Board of Directors and as one of the largest shareholders, he has waived his right as one of the largest shareholders to nominate a member, for the benefit of the fourth largest shareholder, Ritter Beteiligungs GmbH.
The members of the Nomination Committee are appointed by shareholders in HANZA Holding AB, who combined represent approximately 36 percent of the number of shares and votes in HANZA Holding AB as of 31 August 2019.
Francesco Franzé and Gerald Engström are board members of HANZA Holding AB and are both to be considered as dependent in relation to the company's major shareholders. The constitution of the nomination committee is thus a deviation from the Swedish Code of Corporate Governance.
Francesco Franzé is a member of the Nomination Committee as Chairman of the Board in accordance with the principles for the constitution of the
Nomination Committee, which was adopted at the Annual General Meeting on 7 May 2019.
Färna Invest AB is the single largest shareholder in the Company and has appointed Gerald Engström as its representative in the Nomination Committee.
The constitution of the nomination committee is not deemed to affect its ability to perform the tasks that arrive at the nomination committee or to safeguard the interests of all shareholders. In view of this, it can be considered justified to deviate from the Swedish Code of Corporate Governance in this instance.
The Nomination Committee shall, prior to the 2020 AGM, submit proposals for resolutions on the following issues: Election of Chairman, Chairman of the Board, Board members, auditors, remuneration to the Board and auditors, and principles for the constitution of the Nomination Committee as well as undertakings ahead of the 2021 AGM.
HANZA's AGM will be held in Stocksund on Monday, 27 April 2020. Shareholders who wish to submit proposals to the Nomination Committee can do so by e-mail to email@example.com,no later than 28 February 2020.
This information was distributed by Cision http://www.cisionwire.se/