CORPORATE GOVERNANCE

In this section you will find the Articles of Association of Nuevolution AB (publ), information on the company’s auditors and advisors. Nuevolution AB (publ) (org. no. 559026-4304) owns 100% of Nuevolution A/S (CVR no. 26029708), the operating company. Oveun AB (inactive) (org. no. 556923-7273) is a 100% owned subsidiary of Nuevolution A/S.

ARTICLES OF ASSOCIATION

Articles of Association Nuevolution AB
Apr 25 - 2016

AUDITORS

Beata Lihammar Auditor E&Y for Nuevolution AB (publ)
Andreas Nyberg Auditor E&Y for Nuevolution AB (publ)
Christian Schwenn Johansen Auditor E&Y for Nuevolution A/S
Lars Hansen Auditor E&Y for Nuevolution A/S

CERTIFIED ADVISOR

Redeye AB
Mäster Samulesgatan 42, 10tr
103 87 Stockholm
Tel: +46 8 545 013 30
Reg. no.: 556581-2954

committeeS

NOMINATION COMMITTEE

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At the 2015/16 annual general meeting on 5 October 2016, shareholders unanimously decided that the committee shall be composed of representatives of the three largest shareholders listed in the shareholders’ register maintained by Euroclear Sweden as of 31 March each year, as well as the chairman of the board, who will also convene the first meeting of the committee. The members of the nomination committee will be announced in early April.

The member representing the largest shareholder shall be appointed chairman of the committee, unless the committee unanimously appoints someone else. If earlier than three months prior to the annual general meeting, one or more of the shareholders having appointed representatives to the committee no longer are among the three largest shareholders, the representatives appointed by such shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives. Should a member resign from the committee before its work is completed and the committee considers it necessary to replace him or her, such substitute member shall represent the same shareholder or, if such shareholder no longer is one of the largest shareholders, the largest shareholder in turn. Changes to the composition of the committee must be announced immediately.

The nomination committee shall prepare and submit proposals to the annual general meeting on: chairman of the meeting, board members, chairman of the board, board fees to each of the board members and the chairman as well as remuneration for committee work, if any, fees to the company’s auditor, and, when applicable, proposal regarding election of new auditor. The composition of the committee for the annual general meeting shall normally be announced no later than six months before the meeting. Remuneration shall not to be paid to the members of the committee. The company shall pay any necessary expenses that the committee may incur in its work. The term of office for the committee ends when the composition of the following committee has been announced.

REMUNERATION

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COMPOSITION

The Remuneration committee consists of Søren Lemonius as chairman of the committee and Stig Løkke Pedersen as member of the committee.

PURPOSE AND DUTIES

The purpose and aim of the Committee is to ensure a comprehensive and well prepared and supervised remuneration model to the Company’s employees, with an emphasis on the remuneration of the managing director and other members of the executive management.

In order to fulfil the purpose and aim as set out above, the Committee shall fulfil its duties and, where appropriate, prepare proposals regarding remuneration issues, subject to final approval by the Board or the managing director, as the case may be.

The duties of the Committee are to, acting on instructions from the Board:

  • prepare the Board’s decisions on issues concerning principles for remuneration, remunerations and other terms of employment for the executive management;
  • monitor and evaluate programmes for variable remuneration, both ongoing and such that have ended during the year, for the executive management; and
  • monitor and evaluate the application of the guidelines for remuneration to the executive management established by the annual shareholders’ meeting, as well as the current remuneration structures and remuneration levels in the Company.

AUDIT

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COMPOSITION

The Audit committee consists of Lars Henriksson as chairman of the committee and Stig Løkke Pedersen as member of the committee.

PURPOSE AND DUTIES

The purpose and aim of the Committee is to increase the quality of the audit of the Company and the group and to improve contacts between the board of directors and the Company’s auditor as well as to increase the quality and improve the supervision and control of the Company’s financial risk exposure and risk management.

The Committee shall perform the tasks set out in the Companies Act, applicable EU rules and regulations and the Corporate Governance Code. This includes, among other things, acting on instructions from the Board, to:

  • monitor the Company’s financial reporting, evaluate the auditing and submit recommendations and proposals to ensure the integrity of the reporting;
  • monitor the efficiency of the Company’s internal controls, regulatory compliance and risk management;
  • continuously meet with the Company’s auditor and keep itself informed regarding the audit of the annual report and group accounts and the conclusions from the quality control carried out by the Supervisory Board of Public Accountants (Sw. Revisorsnämnden);
  • inform the Board and the nomination committee of the outcome of the auditor’s audit and explaining how the audit contributed to the integrity of financial reporting and what the role of the Committee was in that process;
  • review and monitor the impartiality and independence of the auditor;
  • assist in conjunction with preparation of proposals to the annual shareholders’ meeting’s resolution regarding election and remuneration of the auditor;

Long-term incentive programs

The purpose of Nuevolution’s long-term incentive programs is to generate the conditions for retaining and recruiting competent personnel to the company and to offer employees an attractive opportunity to acquire a stake in the company, in order to promote and stimulate continued loyalty with the operations by linking the interests of these persons with the interests of the shareholders.

Warrant Program 2015/2021

At the extraordinary general meeting held on 9 December 2015, prior to the listing on Nasdaq First North Premier, it was resolved to implement a warrant program (“Warrant Program 2015/2021”), with two series, addressed to the board of directors, the executive management and other employees in the company. A description of this warrant program can be found in Nuevolution AB (publ)’s annual report for 2015/16 in note 20. If Warrant Program 2015/2021 is fully exercised, the dilution effect will correspond to 10.6 percent based on the current number of outstanding shares.

Warrant Program 2016/2021

At the annual general meeting held on 5 October 2016, it was resolved to implement a warrant program (“Warrant Program 2016/2021”), with two series, addressed to new members of the group management and other new employees of the company. A description of this warrant program can be found on the company’s homepage. If Warrant Program 2016/2021 is fully exercised, the dilution effect will correspond to 1.0 percent based on the current number of outstanding shares.