Nomination committee

Avarda Bank AB previously operated under the name TF Bank AB. References to TF Bank AB refer to the same legal entity that is now named Avarda Bank AB.

The Annual General Meeting in 2021 resolved that the Nomination Committee of TF Bank shall be appointed and operate in accordance with the following. The adopted principles shall apply until the General Meeting resolves otherwise. It was resolved that:

1 – The Company shall have a Nomination Committee consisting of one representative of each of the three largest shareholders or groups of shareholders in terms of voting rights, as set out in item 2 below, who wish to appoint a representative, together with the Chairman of the Board. The names of the three shareholder representatives and the shareholders they represent shall be disclosed no later than six months prior to the Annual General Meeting. The term of office of the Nomination Committee shall extend until a new Nomination Committee has been appointed. Unless otherwise agreed by the members, the Chairman of the Nomination Committee shall be the member representing the largest shareholder in terms of voting rights.

2 – The Nomination Committee shall be constituted based on shareholder statistics from Euroclear as of the last banking day in August in the year prior to the Annual General Meeting and other reliable ownership information provided to the Company at that time. In determining the three largest shareholders in terms of voting rights, a group of shareholders shall be considered as one shareholder if they (i) are grouped in the Euroclear system, or (ii) have publicly disclosed and notified the Company in writing that they have entered into a written agreement to adopt, through coordinated exercise of voting rights, a long-term common position regarding the management of the Company. If a shareholder invited to participate in the Nomination Committee declines, the invitation shall be offered to the next shareholder in order of size, based on the information referred to above.

3 – If, earlier than two months prior to the Annual General Meeting, one or more of the shareholders who have appointed members to the Nomination Committee are no longer among the three largest shareholders in terms of voting rights, the members appointed by such shareholders shall resign and the shareholder(s) who have become among the three largest shareholders shall, after contact with the Chairman of the Nomination Committee, be entitled to appoint their representatives.

Shareholders who have become among the three largest shareholders later than two months prior to the Annual General Meeting shall, instead of being entitled to appoint a member of the Nomination Committee, have the right to appoint a representative to be co-opted to the Nomination Committee.

A shareholder who has appointed a member of the Nomination Committee shall have the right to dismiss such member and appoint a new representative. Changes in the composition of the Nomination Committee shall be disclosed as soon as they occur.

4 – The Nomination Committee shall prepare proposals for the following matters to be submitted to the Annual General Meeting for resolution:
a) election of the Chairman of the Meeting;
b) election of the Board of Directors;
c) election of the Chairman of the Board;
d) fees to the Board of Directors, with a division between the Chairman and other members of the Board, and remuneration for committee work;
e) election of auditor; and
f) fees to the Company’s auditor.

5 – In addition, the Nomination Committee shall perform the duties assigned to it under the Swedish Corporate Governance Code, and the Company shall, upon request by the Nomination Committee, provide resources such as secretarial support to facilitate its work. Where necessary, the Company shall also bear reasonable costs for external consultants deemed necessary by the Nomination Committee to fulfil its assignment.