1 (5) Resurs Holding AB s Nomination Committee s motivated opinion regarding the proposal for election of the Board at the 2018 Annual General Meeting In accordance with the procedure for the Nomination Committee which was approved by the Annual General Meeting 2017, the Nomination Committee ahead of the Annual General Meeting 2018 comprised the Chairman of the Board Jan Samuelson and members appointed by the largest shareholders of Resurs Holding: Martin Bengtsson appointed by Waldakt AB, Robert Furuhjelm appointed by Cidron Semper S.à.r.l., Ulrika Danielson appointed by the Second AP Fund and Annelie Enquist appointed by Livförsäkringsbolaget Skandia Ömsesidigt. Staffan Ringvall, appointed by Handelsbanken Fonder AB, was initially a member of the Nomination Committee but due to ownership changes, he was replaced at an early stage by Annelie Enquist. The Chairman of the Nomination Committee was Martin Bengtsson, who was appointed by the company s largest shareholder. The Nomination Committee s proposals on the Board ahead of the Annual General Meeting 2018 are presented below, including motivated opinions. The Nomination Committee s other proposals are stated in the notice of the Annual General Meeting. The Nomination Committee s proposal for election of the Board The Nomination Committee propose: That the Board shall consist of 9 members. The re-election of all current members. New election of Mikael Wintzell The Nomination Committee s proposal is thus that the following persons are elected as Board members of Resurs Holding for a term of office until the end of the next Annual General Meeting: Jan Samuelson, Chairman of the Board Martin Bengtsson Mariana Burenstam Linder Fredrik Carlsson Anders Dahlvig Christian Frick Lars Nordstrand Marita Odélius Engström Mikael Wintzell The Nomination Committee s work The Nomination Committee, whose composition was announced on 15 September 2017, has had the tasks following from the resolution regarding the Nomination Committee adopted at the Annual General Meeting 2017. The Nomination Committee has held six meetings, with additional candidate interviews and discussions between the meetings. The Nomination Committee has from Resurs
2 (5) Holding received information regarding the rules and procedures with respect to corporate governance that inter alia affect the assignment of proposing members to the Board of Resurs Holding. In its assessment of the extent to which the present Board meets the requirements placed on it, the Nomination Committee has in particular paid attention to the Board s composition and how the Board works as a group as well as the balance and diversity of experiences. The Nomination Committee has also had the benefit of a formal evaluation of the Board and its individual members and have conducted own interviews with two of the current members. The Nomination Committee s motivated statement regarding its proposals The Nomination Committee s opinion is that the work of the Board is functioning very well. The Nomination Committee believes that the proposed members together represent the experience, knowledge and competence required in order to continue to lead and develop the company. However, the Nomination Committee found that it would be valuable for the Board to obtain more know-how and experience from the field of digitisation in general and payment solutions in the retail sector in particular. The Nomination Committee believes that Mikael Wintzell (see below for further information) will be a good supplement to the other Board members and add further such know-how to the Board. The Nomination Committee applies the Swedish Corporate Governance Code s rule 4.1 as diversity policy and believes that the Swedish Corporate Governance Code s requirements for diversity and breadth will be met through the Nomination Committee s proposal. The Nomination Committee s believes that diversity is important and that it is important for future Nomination Committees to continue to work actively in order to achieve gender balance. The Nomination Committee s ambition is to achieve a more even gender distribution. The Nomination Committee believes the composition of the proposed Board is fit-for-purpose in respect of a compounding mix of skill-sets and experiences corresponding with Resurs Holding s key priorities. The Nomination Committee s long-term ambition of improving the balance between men and women on the Board remains firm. Assessment of independence In its work of preparing the proposals to the Annual General Meeting 2018 the Nomination Committee has evaluated each Board member s independence in accordance with the Swedish Corporate Governance Code. The Nomination Committee has assessed that eight out of the nine proposed members of the Board are independent of the Company and its management, and that seven out of the nine proposed members of the Board are independent in relation to the Company s major shareholders (see below for further information on independence). Accordingly, the Nomination Committee s proposed Board composition is compliant with the Board s independence rules of the Swedish Corporate Governance Code.
3 (5) Information about the proposed members of the Board Mikael Wintzell Born: 1981. Education and work experience: Upper-secondary engineering course. Deputy Chief Commercial Officer at Klarna, Sales Director at Payex. Currently Partner and CEO at Wellstreet Partners. Other significant assignments: Board member of companies associated with Wellstreet Partners. Shareholding (including related persons): 0 shares. Jan Samuelson Chairman of the Board since 2012. Chairman of the Audit Committee and the Remuneration Committee and member of the Nomination Committee. Born: 1963. Education and work experience: Economy studies/msc in Economics and Business Administration. Previously Senior Partner at Accent Equity and Senior Vice President, EF Education. Other significant assignments: Board member of Saltå Kvarn AB and Sdiptech AB. Shareholding (including related persons): 238,369 shares. Martin Bengtsson Member of the Board since 2012. Chairman of the Nomination Committee and member of the Audit Committee. Born: 1970. Education and work experience: MSc in Economics and Business Administration. Previously Manager, Business development at SIBA Aktiebolag and Country manager at SIBA Aktiebolag, Danisch branch. Currently Investment Manager at Waldir Aktiebolag. Other significant assignments: Member of the Board of Waldir Aktiebolag. Shareholding (including related persons): - Independence: Not independent of the Company and management, not independent of major Mariana Burenstam Linder Member of the Board since 2015. Member of the Corporate Governance Committee. Born: 1957. Education and work experience: MSc in Economics and Business Administration. Previously CEO of Nordic Management AB, ABB Financial Consulting and Ainax AB. Member of the Executive Committee of Skandinaviska Enskilda Banken AB (publ) and founder of Burenstam & Partners AB. Other significant assignments: Chairman of the Board of the Sverige-Amerika-stiftelsen. Member of the Board of Investmentaktiebolaget Latour and BTS Group AB. Shareholding (including related persons): 31,407 shares.
4 (5) Fredrik Carlsson Member of the Board since 2012. Member of the Remuneration Committee. Born: 1970. Education and work experience: MBA, BSc in Business Administration. Previously Global Head of Research, SEB Enskilda, Head of Equites, Andra AP-fonden, Bank of America/Merrill Lynch and HSBC. Other significant assignments: Chairman of the Board of Svolder Aktiebolag and Sten A Olssons Pensionsstiftelse. Member of the Board of Betsson AB, Novobis AB and Torsten and Wanja Söderbergs Stiftelser. Shareholding (including related persons): 138,254 shares. Anders Dahlvig Member of the Board since 2012. Born: 1957. Education and work experience: BSc in Business Administration, MA in Economics. Previously CEO and President of IKEA. Other significant assignments: Chairman of the Board of Inter Ikea Holding BV. Member of the Board of H&M Hennes&Mauritz AB, Axel Johnson Aktiebolag, Oriflame AG, Kingfisher Ltd, Pret a Manger Ltd and Dunkers stiftelser. Shareholding (including related persons): 108,202 shares. Christian Frick Member of the Board since 2012. Member of the Audit Committee and the Remuneration Committee. Born: 1976. Education and work experience: MSc in Economics and Business Administration. Advisor to the Nordic Capital Fonder, since 2003. Currently partner at NC Advisory AB. Other significant assignments: Member of the Board of Nordnet AB, Nordnet Bank AB, NNB Intressenter AB, Cameron Intressenter AB, Itiviti Group Holding AB and Itiviti AB. Shareholding (including related persons): - Independence: Independent of the Company and management, not independent of major Lars Nordstrand Member of the Board since 2012. Chairman of the Corporate Governance Committee. Born: 1951. Education and work experience:
5 (5) BSc, MSc in Economics and Business Administration. CEO of Moderna Försäkringar and Movestic Livförsäkring AB, Deputy CEO of Invik, major in the reserve. Other significant assignments: Chairman of the Board of Anticimex Försäkringar AB. Member of the Board of Modernac S.A Luxembourg. Shareholding (including related persons): 64,994 shares. Marita Odélius Engström Member of the Board since 2015. Member of the Corporate Governance Committee. Born: 1961. Education and work experience: MSc in Economics and Business Administration. Authorised auditor. Previously CFO and Head of Process & Synergies, Skandia Nordic Group. Other significant assignments: CEO of Fora AB. Shareholding (including related persons): 23,407 shares. March 2018 RESURS HOLDING AB (PUBL) THE NOMINATION COMMITTEE