In accordance with the decision taken at Moberg Pharma’s Annual General Meeting 2012 the Annual General Meeting assigns the
Chairman of the Board of Directors to contact the three largest shareholders in term of votes or owner
groups (hereby referred to both directly-registered shareholders and nominee-registered
shareholders), according to a transcript of the share register maintained by Euroclear Sweden AB as
per September 30, 2012, each appointing a representative to, besides the Chairman of the Board of
Directors, constitute the Nomination Committee for the period until a new Nomination Committee is
appointed by mandate from the next Annual General Meeting.
If any of the three largest shareholders or owner groups declines to elect a representative, the fourth
largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists
of four members.
The majority of the members of the Nomination Committee are to be independent of
the Company and its executive management. At least one member of the Nomination Committee is to
be independent of the Company´s largest shareholder in term of votes, or any group of shareholders
that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other
members of the executive management are to be members of the Nomination Committee. Board
members may be members of the Nomination Committee but may not constitute a majority thereof. If
more than one Board member is on the Nomination Committee, no more than one of these may be
dependent of a major shareholder in the Company. The Nomination Committee appoints Chairman
within the Committee. Neither the Chairman of the Board of Directors nor any other Board member
may be Chairman of the Nomination Committee. The names of the members of the Nomination
Committee shall be announced no later than six months prior to the 2013 Annual General Meeting.
the event that one of the members of the Nomination Committee resigns before the Committee´s work
is completed and if the Nomination Committee is of the opinion that there is a need to replace the
member, the Nomination Committee shall appoint a new member according to the principles above,
but based on a transcript of the share register maintained by Euroclear Sweden AB, as soon as
possible after the member has resigned. A change in the composition of the Nomination Committee
shall be announced immediately. No fees shall be paid to the members of the Nomination Committee
for their work in the Nomination Committee.
The Nomination Committee shall submit proposals on the following issues for resolution by the 2013
Annual General Meeting:
a) Proposal for Chairman of the Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board of Directors
d) Proposal for fees to the Board of Directors, with distribution between the Chairman and other
e) Proposal for fee to Company Auditors
f) Proposal for principles for establishing the Nomination Committee for the 2014 Annual General
The nominating committee’s proposals will be presented in the notice of the 2013 AGM.