Instruction for nomination committee

The members of the Nomination Committee for Dustin Annual General Meetings will be appointed in accordance with the below procedures.

The nomination committee shall consist of four members, appointed by the, as per the last trading day of March, largest shareholders in the Company who wish to appoint a member. No more than the eight largest shareholders have to be invited to appoint a member of the nomination committee, unless it is required in order for the nomination committee to consist of at least three members appointed by shareholders. The chairman of the board is responsible to convene the nomination committee, and shall also be adjunct to the nomination committee, except when the nomination committee shall address to the matter of chairman of the board. Chairman of the nomination committee shall, unless the members agree otherwise, be the member who is appointed by the largest shareholder.

The nomination committee shall submit proposals for:

  • election of chairman of the board,
  • election of other members of the board,
  • fees and other remuneration to each of the board members,
  • election of, and remuneration to, the auditor, and,
  • chairman of the annual general meeting.

Furthermore, the nomination committee shall, if deemed necessary, submit proposals regarding amendments to this instruction.

The nomination committee is appointed for a term of office commencing at the time of its formation, and ending when a new nomination committee is formed.

If a member, or a shareholder that has appointed a member, notifies the nomination committee that the member wishes to resign, or that the shareholder wishes to replace the member, the shareholder who have appointed the member shall have the right to appoint a new member provided that the shareholder is still among the four largest shareholders. If during the nomination committee's term of office, one or more of the shareholders that have appointed the nomination committee's members are no longer among the four largest shareholders, members appointed by such shareholders shall resign their positions, and the shareholder or shareholders who have become among the four largest shareholders shall be entitled to appoint a member. Unless there is special cause, the composition of the nomination committee shall be unchanged following changes in the ownership structure that are either minor, or occur less than three months prior to the annual general meeting. Shareholders who have become one of the four largest following a more significant change in its holding, less than three months before the annual general meeting shall however be entitled to appoint a member who should have the right to be present at the nomination committee's meetings. If a shareholder, who is invited to appoint a member by the nomination committee, abstain from appointing a member, the nomination committee shall ask the next shareholder in size who has not appointed a member to the nomination committee.

Changes in the nomination committee's composition shall be made public as soon as possible.

The nomination committee shall have the right to charge the Company with costs for examinations, recruitment consultants and related travel, if deemed appropriate.