INSTRUCTIONS FOR THE NOMINATION COMMITTEE Soiltech ASA Resolved by the Board of Directors (the "Board") on 12 August 2024 and approved by the extraordinary general meeting on 28 august 2024. 1.
SCOPE OF THE INSTRUCTIONS
1.1
These instructions set out the mandate and procedures for the operations of the nomination committee (the "Nomination Committee") of Soiltech ASA (the "Company"). The instructions shall be approved by the Company’s general meeting, who shall have sole authority to amend the mandate and procedures.
2.
MANDATE
2.1
The Nomination Committee shall present a report with its’ proposals to the general meeting regarding; (i) election of the chair and members of the Board, (ii) election of the chair and members of the Nomination Committee, (iii) remuneration of the Board and the Nomination Committee, and (iv) changes (if any) to these instructions.
3.
COMPOSITION, ELECTION AND REMUNERATION
3.1
The Nomination Committee shall be elected by the general meeting.
3.2
The Nomination Committee shall consist of between two and four members.
3.3
The members of the Nomination Committee shall be selected to consider the interests of the shareholders in general. The majority of the Nomination Committee should be, to the extent possible, independent of the Board and the executive management team.
3.4
Members of the Nomination Committee are unless otherwise specified elected for a term of two years but may be re-elected. The members may be removed or replaced at any time by a resolution of the general meeting. The committee shall be chaired by a chairperson. The general meeting elects the chairperson of the Nomination Committee.
3.5
The annual general meeting approves the remuneration to be paid to the Nomination Committee. The Company shall reimburse the members of the Nomination Committee any reasonable travel costs and other costs incurred in connection with the work of the committee.
4.
PROCEDURES
4.1
Meetings of the Nomination Committee shall be convened by the chair of the committee. Each of the members of the Nomination Committee, as well as the chair of the Board and the Company’s chief executive officer (the "CEO"), has the right to demand that a meeting is convened. The chair of the committee decides whether the meeting will take the form of a physical meeting, a virtual/digital meeting or otherwise.
4.2
The Nomination Committee constitutes a quorum when half or more of the committee’s members participate and all other members of the committee have been given the opportunity to participate. In the case of an equal vote, the chair shall have a casting vote.
4.3
Minutes shall be taken of the committee meetings. The minutes shall be signed by all participating members.
4.4
Shareholders should be given the opportunity to propose Board member candidates to the Nomination Committee. The Company shall provide information on its website about the members of the Nomination Committee and any deadlines for submitting proposals to the committee.