Nomination committee

Nomination Committee

The nomination committee ahead of the AGM 2024 consisted of:

• Christoffer Saidac, appointed by Digital Bros S.p.A.
• Anna Magnusson, appointed by Första AP-fonden
• Michael Hjorth, appointed by Indian Nation AB

Michael Hjorth was the Chair of the nomination committee.

Then Chairman of the Board, Torgny Hellström, was adjunct to the Nomination Committee.

Shareholders who wish to submit proposals to the nomination committee are welcome to contact the nomination committee. In order for the nomination committee to be able to consider a proposal, the proposal must have been received in good time before the annual general meeting, which is scheduled for 15 May 2024, preferably no later than 31 January 2024.

Contact the nomination committee:

Starbreeze AB
Valberedningen
Regeringsgatan 38
SE-111 56 Stockholm
E-mail: valberedning2024@starbreeze.com

The nomination committee's task is to present proposals regarding the number of board members to be elected by the meeting, board fees including committee fees, composition of the board, chairman of the board, chairman of the annual general meeting, election of auditors and auditors' fees, as well as, where applicable, proposals for changes prior to the 2024 annual general meeting and, where applicable, an extraordinary general meeting. of this instruction on how the nomination committee is to be appointed and otherwise what appears at any time from the Swedish code for corporate governance.

Instructions for the appearance of the nomination committee and the work of the nomination committee

Starbreeze shall have a nomination committee, in accordance with the rules in the Swedish Corporate Governance Code, consisting of no more than four members, who shall be appointed by the owners or groups of owners with the largest number of votes. The chairman of the board is an adjunct member of the nomination committee and convenes the nomination committee by contacting the four shareholders with the largest number of votes on the basis of the company's list of registered shareholders as of the last banking day in August, provided by Euroclear. Before a person is nominated as a member of the selection committee, careful consideration must be given to whether there is any non-essential conflict of interest. If this is the case, the person concerned shall not be nominated. The shareholder who is not registered in Euroclear, and who wishes to be represented in the nomination committee, must report this to the chairman of the board no later than September 1 and prove ownership. When assessing who constitutes the four largest owners in terms of number of votes, a group of shareholders shall be considered to constitute an owner if they (i) have been grouped as owners in the Euroclear system or (ii) published and notified the company in writing that they have reached a written agreement that through the coordinated exercise of the right to vote take a long-term common stance regarding the company's management.

If one of the four largest shareholders in terms of votes waives their right to appoint a member to the nomination committee, the next shareholder in order of voting size must be given the opportunity to appoint a member, however, no more than ten shareholders need to be asked if the nomination committee consists of at least three members appointed by major shareholders. The chairman of the nomination committee shall, if he is not chairman of the board or unless the members agree otherwise, be the member who represents the largest shareholder. The names of the members and the names of the shareholders who appointed them, as well as how the nomination committee can be contacted, must be made public as soon as the nomination committee is appointed, which must take place no later than six months before the annual general meeting. The nomination committee's term of office extends until a new nomination committee is appointed. Fees shall not be paid to members of the election committee. The company must, however, be responsible for reasonable costs associated with the nomination committee's fulfillment of the assignment.

The nomination committee's task shall be to present proposals regarding the number of board members to be elected by the general meeting, board fees including committee fees, composition of the board, chairman of the board, chairman of the annual general meeting, election of auditors and auditor's fees, and, where applicable, proposals on the amendment of this instruction on how the nomination committee is to be appointed and otherwise what appears at any time from the Swedish code for corporate governance. Shareholders who have appointed a member of the nomination committee have the right to dismiss such member and appoint a new member of the nomination committee. In the event that a significant change in the ownership structure occurs, the composition of the nomination committee must also be changed accordingly. If the change takes place later than two months before the annual general meeting, the nomination committee can instead decide to co-opt a member appointed by the new major owner. Changes in the composition of the election committee must be announced as soon as they have taken place.