Nomination Committee

The Annual General Meeting held on 16 May 2023 adopted the following instructions for the Nomination Committee which, inter alia, includes a procedure for the appointment of members of the Nomination Committee.

Instructions for the SinterCast Nomination Committee

Before the next Annual General Meeting, the Nomination Committee will be composed of representatives of the four shareholders holding the highest percentage of voting rights as shown in the share register1 maintained by Euroclear Sweden as of August 31 each year and other reliable ownership information provided to the company's board of directors at this time.2 The Chairman of the Board shall be responsible for convening the Nomination Committee and shall, to the extent that the Nomination Committee deems appropriate, participate in the work of the Nomination Committee as an adjunct without voting rights. The company's shareholders shall also be given the opportunity to submit comments on the work and composition of the Nomination Committee. Such comments must be submitted by e-mail to nomination.committee@sintercast.com or in writing to the company at the address SinterCast Aktiebolag, Att: Nomination Committee, Kungsgatan 2, 641 30 Katrineholm, or such other address as the company designates on its website, www.sintercast.com, no later than the above-mentioned date each year.

The member representing the shareholder holding the highest percentage of voting rights shall be appointed Chairman of the Nomination Committee. In the event that a shareholder entitled to appoint a member chooses not to appoint a member, the right to appoint a member shall pass to the shareholder holding the next highest percentage of voting rights until four members, each representing a shareholder of the company, are appointed. If, more than three months before the Annual General Meeting, any shareholder that has appointed a member of the Nomination Committee is no longer one of the four shareholders holding the highest percentage of voting rights, the member appointed by that shareholders must stand down, and any shareholder that has then become one of the four shareholders holding the highest percentage of voting rights will then be entitled to appoint a member. If a member leaves the Nomination Committee before its work is completed, and the Nomination Committee finds it desirable that a replacement be appointed, that replacement will represent the same shareholder or, if the shareholder is no longer one of the four shareholders holding the highest percentage of voting rights, the shareholder holding the next highest percentage of voting rights. Changes in membership of the Nomination Committee must be made public immediately.

The identity of Nomination Committee members before each Annual General Meeting must be made public no later than six months before the Annual General Meeting. No remuneration is payable to members of the Nomination Committee. The company will pay necessary overheads incurred by the Nomination Committee in its work. The Nomination Committee’s term of office runs until the identity of the next Nomination Committee members has been made public.

The Nomination Committee will draw up proposals on the following matters to be decided at the Annual General Meeting:

  1. election of chair at the Annual General Meeting;
  2. number of Board Members, Auditors and any deputies to them;
  3. remuneration to the Board Members and the Auditors;
  4. election of Board Members and any deputies to them;
  5. election of Chairman of the Board;
  6. election of Auditors and any deputies to them; and
  7. instructions for the Nomination Committee (when needed).

In performing other aspects of its work, the Nomination Committee must perform the duties incumbent on it under the Swedish Code of Corporate Governance (including accompanying instructions). These instructions for the Nomination Committee are valid until the Annual General Meeting resolves otherwise.

Notes:

1 The ownership statistics to be used must be sorted by voting power (grouped by ownership) and contain the largest shareholders registered in Sweden, i.e. shareholders with an account with Euroclear Sweden AB in their own name or shareholders who hold a custody account with a nominee who has stated the shareholder's identity to Euroclear Sweden AB.

2 This means, for example, that ownership via holding companies, endowment insurance, investment savings account or similar ownership must be taken into account.

–