GiG Software PLC – Instructions for the nominations Committee – As adopted at EGM 10 September 2024
The Nomination Committee shall prior to the Annual General Meeting be composed of representatives of the three largest depository receipt holders of the Company in terms of votes as of 1st October each year.
If the same person holds both Norwegian Depository Receipts and Swedish Depository Receipts, or if a person holds depository receipts personally and through nominees, these shall be aggregated to determine the number of votes held by that member.
The process to appoint members of the Nomination Committees is as follows:
The Chairman of the Board of Directors, either directly or through the Company Secretary, will contact the three largest depository receipt holders as per lists supplied by Euronext and Euroclear on 1st of October of each year, or using other sources (such as in the case of nominees) by which the natural or legal persons holding the most number of depository receipts can be identified;
- The three largest depository receipt holders will each be given the opportunity to elect one representative to form the Nomination Committee;
- If any of the three largest depository receipt holders in terms of votes does not exercise the right to appoint a member, the right to appoint a member shall pass to the next member in line that does not already have the right to appoint a member of the nomination committee.
- The Chair of the Nomination Committee shall be the member who represents the largest member in terms of votes, unless the members agree otherwise.
The nomination committee is appointed for a term of office that starts when its composition is announced and ends 12 months after.
The Committee is responsible for reviewing the size, structure and composition of the Board of Directors, succession planning, the appointment of replacement and/or additional directors and for making the appropriate recommendations to the Board of Directors. Despite being appointed by the three larges holders of depository receipts, the members of the Nomination Committee shall represent all shareholders.
The Nomination Committee shall make proposals on the following agenda points at the Annual Meeting of Shareholders:
(i) A proposal on the Chairman of the meeting
(ii) A proposal on the composition of the Board of Directors
(iii) A proposal on the Chairman of the Board
(iv) A proposal on fees for the board directors and for the Chairman of the Board
(v) A proposal on remuneration for work in board committees
(vi) A proposal on auditors
(Vii) A proposal on fees for the Company’s auditors
(Viii) A proposal on the composition of the Nomination Committee
The members of the Nomination Committee for the 2025 Annual General Meeting are:
- Karolina Pelc as, Chair, appointed by MJ Foundation
- Dawid Prysak, appointed by ZJ Foundation
- Dan Castillo, appointed by Optimus Invest Ltd
Shareholders can reach the Nomination Committee by email: [email protected]