Nominating committee

The majority of the members of the Nomination Committee shall be independent of the Company and its executive management. The Chief Executive Officer or any other member of the executive management shall not be a member of the Nomination Committee. At least one member of the Nomination Committee shall be independent of the largest shareholder, or group of shareholders acting in concert, in terms of voting power. Members of the Board of Directors may serve on the Nomination Committee but shall not constitute a majority of its members. If more than one member of the Board of Directors serves on the Nomination Committee, only one of them may be dependent on the Company’s major shareholders.

The Chairman of the Nomination Committee shall, unless otherwise agreed by the members, be the member appointed by the largest shareholder. The Chairman of the Board or any other member of the Board of Directors shall not be the Chairman of the Nomination Committee.

If a shareholder (or group of shareholders) that has appointed a member to the Nomination Committee reduces its shareholding during the mandate period to the extent that it no longer ranks among the largest shareholders, the member appointed by such shareholder (or group of shareholders) shall resign, and the shareholder (or group of shareholders) next in line by voting power shall be offered the opportunity to appoint a member. However, if only minor changes in terms of votes have occurred, or if the change occurs less than three months prior to the Annual General Meeting, no changes shall be made to the composition of the Nomination Committee unless there are specific reasons.

If a member resigns from the Nomination Committee before its work is completed, the shareholder (or group of shareholders) that appointed the member shall have the right to appoint a new member. Any changes to the composition of the Nomination Committee shall be announced as soon as possible. Svenska Aerogel Holding AB Strömmavägen 2 SE-803 09 GÄVLE www.aerogel.se info@aerogel.se

The composition of the Nomination Committee shall be announced as soon as it has been constituted and no later than six months before the Annual General Meeting.

Instructions for the Nomination Committee

The task of the Nomination Committee is to submit proposals to the Annual General Meeting regarding:

a) the Chairman of the Annual General Meeting,
b) Board fees and other remuneration for committee work,
c) election of Board members,
d) election of the Chairman of the Board,
e) election of auditors and auditor fees,
f) any changes to the guidelines for appointing the Nomination Committee and its instructions, if applicable, and
g) any other matters that, in accordance with the Swedish Corporate Governance Code, fall within the responsibility of the Nomination Committee.

In its evaluation of the Board’s work and its proposals, the Nomination Committee shall consider that the Board shall have a composition that is appropriate in view of the Company’s operations, stage of development, and other relevant circumstances. The members of the Board elected by the General Meeting shall collectively exhibit diversity and breadth in terms of competence, experience, and background.

The Company shall reimburse reasonable expenses deemed necessary for the Nomination Committee to fulfill its assignment. The mandate of the Nomination Committee expires when the composition of a new Nomination Committee has been announced.