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Nomination Committee

AcuCort’s Nomination Committee before the Annual General Meeting shall consist of three representatives of the three largest shareholders as of September 30 of the year before the Annual General Meeting.  The composition of the Nomination Committee shall be published no later than six months before the Annual General Meeting on the company’s website.  It is the responsibility of the Chairman of the Board to convene the Nomination Committee. The Nomination Committee shall appoint a Chairman of the committee.

If any owner declines to participate in the Nomination Committee, the right to appoint a representative shall be transferred to the nearest largest shareholder who is not represented in the Nomination Committee. However, no more than the six largest shareholders need to be asked, unless this is necessary for the Nomination Committee to consist of at least two members appointed by shareholders. If, after such request, the Nomination Committee consists of only two members, the Nomination Committee may itself appoint an additional member. If, as a result of changes in ownership, it is deemed appropriate the Nomination Committee has the right to offer additional shareholders a seat on the Nomination Committee, the total number of members shall not exceed five, however. If a member of the Nomination Committee should leave the committee before its work is completed, the Nomination Committee shall, if it deems it necessary, invite the same shareholder or, if this is no longer one of the major shareholders, the next shareholder in terms of size to appoint a replacement. Such change shall be announced on the company’s website.

The Nomination Committee shall prepare proposals to be submitted to the Annual General Meeting for resolutions regarding the Chairman of the Meeting, the Chairman of the Board and other members of the Board of Directors, Auditor, remuneration to the Board of Directors and the Auditor, as well as principles for the appointment of the Nomination Committee. The Nomination Committee’s proposal for elections shall be published on the company’s website and in the notice of the Annual General Meeting.

The term of office of the Nomination Committee runs until a new Nomination Committee has been appointed. The Nomination Committee proposes that remuneration shall only be paid for direct costs in connection with the assignment.