Gunnebo AB Annual General Meeting 9 April 2013 The Nomination Committee s proposals for resolutions in respect of Chairman of the AGM, Number of members of the Board of Directors, fees payable to the Board of Directors, fees payable to the Auditor, election of the members of the Board of Directors, election of the Chairman of the Board of Directors, appointment of the Nomination Committee and election of the Auditor (Items 1 and 9 14 in the proposed agenda) Gunnebo AB s Nomination Committee, which is composed by Dan Sten Olsson (Stena Adactum and Chairman of the Committee), Nils Olov Jönsson (Vätterledens Invest), Ricard Wennerklint (IF Skadeförsäkring) and Martin Svalstedt (Chairman of the Board of Directors), together representing approximately 58% of the shares and votes in the company, proposes the following. Item 1: Item9: Item 10: Martin Svalstedt as Chairman of the AGM. Seven ordinary Board members without Deputy members. A total fee to the Board of Directors amounting to SEK 1,800,000, to be divided with SEK 450,000 to the Chairman of the Board of Directors (includes remuneration for committee work) and SEK 225,000 to each of the other Board members elected by the shareholders, and a special fee of a total of a maximum of SEK 200,000 as compensation to the members of the Board s Audit Committee, Remuneration Committee and Finance Committee (except the Chairman of the Board of Directors) to be divided among the members in accordance with the Board of Directors decision. The proposed fees are unchanged in relation to previous year. Auditors fees to be paid in accordance with approved invoices. Item 11: Item 12: Item 13: Re-election of Tore Bertilsson, Göran Bille, Charlotte Brogren, Bo Dankis, Mikael Jönsson, Katarina Mellström and Martin Svalstedt. A presentation of the nominated Board members is available on the company s website: www.gunnebo.com. Re-election of Martin Svalstedt as Chairman of the Board of Directors. The Nomination Committee shall consist of the Chairman of the Board of Directors together with one representative of each of the three by voting power largest shareholders at the end of the third quarter of 2013. Should such shareholder not wish to appoint a representative, the fourth largest shareholder by voting power will be invited to do so instead etc. The Nomination Committee shall appoint its Chairman subject to that the Chairman of the Board of Directors may not be elected Chairman of the Nomination Committee. The constitution of the Nomination Committee shall be made public not later than in connection with the publication of the Company s report for the third quarter 2013. The
mandate period of the Nomination Committee runs until the next Nomination Committee has been appointed and its mandate period starts. Should a member of the Nomination Committee resign from the Nomination Committee during the mandate period or become prevented from fulfilling his/hers assignment, the Nomination Committee shall without delay request the shareholder that has appointed the member, to appoint another member to the Nomination Committee. Should the shareholder not appoint another member, the right to appoint another member of the Nomination Committee shall transfer to the subsequent largest shareholder by voting power, provided such shareholder has not already appointed a member of the Nomination Committee or previously waived such right. The Nomination Committee s shall provide to the Annual General Meeting of the Shareholders 2014 proposals for (i) chairman of the Annual General Meeting, (ii) number of members of the Board of Directors and Deputy members to be elected by the shareholders, (iii) chairman of the Board of Directors and other members of the Board of Directors elected by the shareholders, (iv) fees payable to members of the Board of Directors elected by the shareholders and fees payable to members of the Board s committees, (v) fees payable to the Auditor, (vi) procedure for appointing the members of the Nomination Committee and (vii) election of Auditor. Item 14: Re-election of the registered auditing company Deloitte AB for the period until the end of the Annual General Meeting of the Shareholders 2014. Information relating to the proposed Board members Tore Bertilsson Born 1951. Master of Science in Business Administration. Board member in Gunnebo AB since 2012. Member of the Audit Committee. Chairman of the Board in PRI Pensionsgaranti. Board member in Gamla Livförsäkringsbolaget SEB Trygg Liv, Ågrenska AB and AB Ludvig Svensson Main occupation: Executive Vice President and CFO AB SKF. Principal work experience: Senior positions within SKF, bank executive within SEB. Holdings in Gunnebo: 8,000 Independence: Tore Bertilsson is considered as independent from the company and the Göran Bille Born 1955. Master of Science in Business Administration. Board member in Gunnebo AB since 2008. Member of the Remuneration Committee. Chairman of the Board in Barnas Hus Nordic A/S. Board member in Synsam Nordic AB. Main occupation: CEO, AB Lindex. Principal work experience: Several senior positions at H&M including President of H&M Rowells, Country Manager for H&M in Sweden, Division Manager for H&M Woman. Holdings in Gunnebo: 46,666 shares (via endowment insurance). Independence: Göran Bille is considered as independent from the company and the company s management as well as the company s major shareholders
Charlotte Brogren Born 1963. PhD Board member in Gunnebo AB since 2012. Chairman of the Board in the Swedish Industrial Development Fund. Board member in HMS Industrial Networks AB and QFree AS. Main occupation: Director General Vinnova Principal work experience: Senior positions within ABB. Holdings in Gunnebo: - Independence: Charlotte Brogren is considered as independent from the company and the Bo Dankis Born 1954. Master of Science in Mechanical Engineering. Board member in Gunnebo AB since 2006. Chairman of the Audit Committee. Chairman of the Board in the Swedish Trade & Invest Council, IV Produkt, Cleanergy, Gadelius Gruppen Tokyo and Sweden-Japan Foundation. Main occupation: Board professional and self-employed. Principal work experience: President and executive at Forsheda AB, ABB, Assa Abloy and the Perstorp group. Holdings in Gunnebo: 8,666 shares (2,000 via endowment insurance). Independence: Bo Dankis is considered as independent from the company and the company s management as well as the company s major shareholders. Mikael Jönsson Born 1963. University studies in Business Administration. Board member in Gunnebo AB since 2000. Member of the Remuneration Committee. Chirman of the Board in Lids Industri AB. Board member in AB Trätälja, Vätterledens Invest AB and subsidiaries, Kopparbergs Bryggeri AB, Nanoxis AB and Wipcore AB. Main occupation: CEO, Vätterledens Invest AB. Principal work experience: Stockbroker and various senior positions in Vätterledens Invest AB. Holdings in Gunnebo: 153,333 shares. Independence: Mikael Jönsson is considered as independent from the company and the company s management but not from the company s major shareholders. Katarina Mellström Born 1962. Master of Science in Business Administration. Board member in Gunnebo AB since 2010. Member of the Audit Committee. Board member in Matrisen, Dataföreningen Certifiering and Proffice AB. Main occupation: CEO Ciber AB. Principal work experience: CEO Fujitsu Services AB, CEO Mandator AB, leading positions within Ericsson AB. Holdings in Gunnebo: - Independence: Katarina Mellström is considered as independent from the company and the
Martin Svalstedt Born 1963. Master of Science in Business Administration. Board member in Gunnebo AB since 2003, Chairman of the Board since 2008. Chairman of the Remuneration Committee. Chairman of the Board in Ballingslöv International AB, Envac AB, Mediatec AB and Stena Renewable AB. Member of the Board in Stena Adactum AB. Main occupation: President, Stena Adactum AB. Principal work experience: CFO Capio AB and senior financial positions within Stora and ABB Holdings in Gunnebo: 180,000 shares (60,000 via endowment insurance). Independence: Martin Svalstedt is considered as independent from the company and the company s management but not from the company s major shareholders. Statement explaining the proposals regarding the Board of Directors The Nomination Committee has received information regarding the company s operations, phase of development and other relevant circumstances and an evaluation of the current Board members and the work of the Board of Directors. The Nomination Committee has discussed the principal requirements that should be imposed on Board members, including the requirements concerning the independence of Board members. Based on the above information and discussions, the Nomination Committee s opinion is that the Board is wellfunctioning and that it fulfils highly set demands on composition and competence. In light of the foregoing, the Nomination Committee s proposes that all present Board members are reelected. In the opinion of the Nomination Committee, the proposed Board of Directors has the appropriate composition with regard to the company s operations, phase of development and other relevant circumstances, and displays diversity and breadth in terms of the Board member s qualifications, experience and background. Presentation of the activities carried out by the Nomination Committee The Nomination Committee has held one meeting on January 21, 2013, at which Dan Sten Olsson was appointed Chairman. There have also been frequent contacts between the members through telephone and mail. The Nomination Committee has inter alia evaluated the work and performance of the current Board and discussed issues regarding the number of Board members, the composition of the Board and the competences of the Board. Moreover, the issue of the fees to be paid to the Board members has been contemplated. The evaluation of the current Board has included inter alia a report from the Chairman of the Board Martin Svalstedt on the Board s recurring self-evaluation process. Since the Board was increased by two members at the Annual General Meeting 2012, the total Board fees were raised but the fee to each individual Board member was unchanged. These individual fees were raised most recently at the Annual General Meeting 2011. The Nomination Committee proposes that the fees to the Board of Directors are unchanged. The Committee has also discussed and formulated proposals to the 2013 Annual General Meeting in other matters, including the Chairman of the Annual General Meeting, the Chairman of the Board, principles for the appointment of the Nomination Committee and election of Auditor. The Nomination Committee s proposal for election of Auditor has been prepared in collaboration with the Audit Committee.
Göteborg, March 2013 The Nomination Committee in Gunnebo AB