Nomination Committee

The Annual General Meeting has decided on the principles for how the nomination committee should be appointed and these principles apply until otherwise decided by the general meeting. The nomination committee is to comprise a minimum of five members together with the Chairman. The nomination committee’s members are to be appointed by the largest shareholders in terms of voting rights as of the last banking day in August the year before the Annual General Meeting. For the purposes of determining the largest shareholders in terms of voting rights, a group of shareholders will be deemed to constitute a single shareholder if they have notified the company in writing that they have agreed in writing to adopt a common long-term approach to the management of the company through the joint exercise of voting rights. The member appointed by the largest shareholder in terms of voting rights is to be the Chairman of the nomination committee, unless the nomination committee decides otherwise.

If a shareholder waives the entitlement to appoint a member, the shareholder who is the next largest owner in terms of voting rights is to appoint a member. The majority of the members of the nomination committee are to be independent in relation to the company and executive management. The nomination committee’s mandate period extends until a new nomination committee has been appointed. If a member resigns from the nomination committee, the owner that appointed the member is entitled to appoint a replacement. If a shareholder that has appointed a member of the nomination committee has significantly reduced its shareholding in the company and thus is no longer one of the five largest shareholders in terms of voting rights, or if a new shareholder becomes one of the five largest shareholders in terms of voting rights, the nomination committee may offer another shareholder an opportunity to appoint a replacement for the member appointed by the shareholder that is no longer one of the five largest shareholders in terms of voting rights. The nomination committee may also decide to co-opt such a replacement to the nomination committee instead.

The current composition of the nomination committee was announced on Ratos’s website and disclosed through a press release on 23 September 2024. The nomination committee comprises:

• Jenny Parnesten, nominated by the Ragnar Söderberg Foundation, and own and related parties' holdings
• Markus Söderberg, nominated by Jan Söderberg Förvaltning, and own holdings
• Maria Söderberg, nominated by the Torsten Söderberg Foundation, and own holdings
• Erik Brändström, nominated by Spiltan Fonder
• Karin Eliasson, nominated by Handelsbanken Fonder
• Per-Olof Söderberg, Chairman of Ratos's Board

Combined, the Nomination Committee represents 61.89% (per 31 August 2024) of the voting rights for all the shares in the company.

The duties of the Nomination Committee include:

• based on the results of the B oard's evaluation, evaluate the composition and work of the Board,
• prepare proposals to the Annual General Meeting regarding election of the Board and the Chairman of the Board,
• in cooperation with the company’s Audit Committee, prepare proposals to the Annual General Meeting regarding election of auditor,
• prepare proposals to the Annual General Meeting regarding remuneration to the Board, divided between the Chairman and other Board members as well as potential remuneration for committee work, and auditor,
• prepare proposals to the Annual General Meeting regarding a Chairman for the Meeting, and
• if applicable, prepare proposals on principles for appointment of the next Nomination Committee.

The Nomination Committee shall, if possible, try to achieve consensus on its proposals and other decisions, but if this is not possible, the Nomination Committee's decision is made by a simple majority, whereby the Chairman of the Nomination Committee has the casting vote.

The company shall not pay any remuneration to the members of the Nomination Committee. The company shall reimburse all reasonable costs associated with the work of the Nomination Committee. The Nomination Committee may, if needed, engage external consultants to find candidates with relevant experience and the company shall pay the costs related to such consultants. The company shall also assist with employees needed to support the work of the Nomination Committee.

Nomination committee’s work ahead of the 2025 Annual General Meeting
Ahead of the 2025 Annual General Meeting, the nomination committee held three minuted meetings and was in regular contact in between. In its work, the nomination committee has taken note of the internal evaluation of the Board’s work, taken the Chairman’s account of the Board’s work and the CEO’s account of the company’s strategies. Together with other members of the committee, the nomination committee chairman has also interviewed individual Board members.

Ratos is a Swedish group focused on technological and infrastructure solutions. This strategy requires the Board to have a broad industrial background as well as a documented ability to operate and develop companies in different industries and phases of development. Ratos’s Board has in recent years gradually been renewed, at the same time as a certain consistency has been kept. It is the nomination committee’s opinion that the current Board functions well and with a great deal of commitment from each member. Board member and Chairman of the audit committee, Ulla Litzén, has informed the nomination committee that she will decline re-election at the 2025 Annual General Meeting. In looking for a new member, it was important for the nomination committee to find an experienced and high-profile audit chairman, with previous CFO experience as well as sustainability reporting experience, who has good leadership skills and a wide network of contacts. The nomination committee considers Gunilla Berg to have documented abilities in these areas. The nomination committee is of the opinion that Gunilla Berg will have the opportunity to devote the necessary time and commitment to their role as a Board member.

The nomination committee deems the members proposed for election to have broad and complementary experience that more than adequately meets the set requirements.

The nomination committee also deems the proposed composition of seven Board members to be suitable and appropriate.

The requirement for independence is also assessed as having been met.

The nomination committee has continued to discuss requirements for diversity based in part on the Code’s requirement for stipulating how the diversity policy has been applied and has chosen to use Rule 4.1 of the Code, which states that the Board is to exhibit diversity and breadth of qualifications, experience and background, and strive for an equal gender balance. Following deliberation by the nomination committee regarding, for example, the Board members’ background and experience, it is noted that the gender balance for the proposed Board will be 42.9 per cent women and 57.1 per cent men, as the members proposed include three women and four men.

Proposals regarding fees to the members of the Board as well as remuneration for committee work have been prepared by the five members of the nomination committee who are not members of Ratos’s Board.

Deviations/violations
Ratos follows the Code without deviation.

No violations of Nasdaq Stockholm’s Rule Book for Issuers or good practice in the stock market have occurred.