Under the Swedish Code of Corporate Governance, a company listed on Nasdaq Stockholm shall have a Nomination Committee, the purpose of which is to make proposals to the General Meeting in respect of the Chairperson at General Meeting, elections of Board members, Chairperson of the Board and auditor, remuneration of each Board member (divided between the Chairperson of the Board and other Board members, and remuneration for committee work), remuneration to the auditor, and to the extent deemed necessary, proposals for amendments to the instruction for the Nomination Committee. At the Annual General Meeting held on 31 March, 2026, the current instruction for the Nomination Committee was adopted to apply until further notice.
Members of the Nomination Committee
In line with the principles adopted by Volvo Cars' Annual General Meeting and based on the shareholder information as of 30 August 2025 the Nomination Committee consists of the following members:
- Lone Fønss Schrøder, appointed by Geely Sweden Holdings AB
- Per Ansgar, appointed by Geely Sweden Holdings AB
- Anders Oscarsson, appointed by AMF as the second largest shareholder
- Emilie Westholm, appointed by Folksam as the third largest shareholder
- Eric Li, Chairperson of the Board of Volvo Car AB
The Nomination Committee represents approximately 84 percent of the total voting rights of Volvo Car AB based on the ownership structure as of 30 August 2025.
Lone Fønss Schrøder is the Chairperson of the Nomination Committee.
Nomination Committee Instruction
1. Establishment of the Nomination Committee
The Company shall have a Nomination Committee appointed in accordance with this Instruction. The Nomination Committee shall prepare proposals to the Annual General Meeting in accordance with Section 4 below.
2. Composition
2.1 The Nomination Committee shall consist of five (5) members.
2.2 Four (4) members shall be appointed by the three largest shareholders in terms of voting rights as of the last banking day in August each year, whereof the largest shareholder has the right to appoint two members and the second and third largest shareholder has the right to appoint one member each.
2.3 The Chairperson of the Board of Directors shall be a member of the Nomination Committee.
2.4 The Chairperson of the Board of Directors or any other Board members shall not be appointed Chair of the Nomination Committee.
2.5 If any of the three largest shareholders refrain from appointing a representative, the right to appoint a member shall pass to the next largest shareholder who has not already appointed a representative.
2.6 If a shareholder who has appointed a member ceases to be among the three largest shareholders, the member appointed by such shareholder may remain on the Nomination Committee unless the Nomination Committee resolves otherwise.
2.7 A shareholder who has appointed a member of the Nomination Committee is entitled to dismiss such member from the Nomination Committee and appoint a new one.
2.8 If a member on the Nomination Committee should leave its assignment prematurely, the Nomination Committee shall without delay request that the shareholder which the leaving member represents appoints a new member.
2.9 The majority of the members of the Nomination Committee must be independent in relation to Volvo Car Group and the Executive Management Team. Board members of the Company may not compose a majority of the members of the Nomination Committee. The CEO or other persons from the Executive Management Team may not be members of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent of Geely Sweden Holdings AB.
3. Appointment and disclosure
3.1 The composition of the Nomination Committee shall be announced no later than six (6) months prior to the Annual General Meeting.
3.2 Changes in the composition of the Nomination Committee shall be disclosed without undue delay.
4. Duties
The Nomination Committee shall prepare and submit proposals to the Annual General Meeting regarding:
(a) election of Chairperson of the General Meeting;
(b) number of Board members elected by the General Meeting;
(c) election of Chairperson of the Board and other Board members;
(d) Board remuneration, including remuneration for committee work;
(e) election of auditor;
(f) auditor remuneration; and
(g) principles for the appointment of the Nomination Committee (if applicable) or amendments to this Instruction when deemed appropriate.
In its work, the Nomination Committee shall:
- apply the Swedish Corporate Governance Code;
- consider applicable law and regulatory requirements, including Directive (EU) 2022/2381 (Gender Balance on Corporate Boards Directive);
- strive for appropriate Board composition in terms of competence, experience, independence, international exposure and industry expertise;
- promote diversity, including gender balance; and
- assess Board effectiveness and future competence needs considering the company’s strategy and long-term value creation.
The Nomination Committee shall issue a reasoned statement describing how its proposals have been prepared and how diversity considerations have been applied.
5. Meetings and decision-making
5.1 The Nomination Committee shall appoint a Chair among its members.
5.2 The Nomination Committee shall constitute a quorum when more than half of the members are present.
5.3 Decisions shall be made by majority vote. In the event of a tie, the Chair shall have the casting vote.
5.4 The Nomination Committee may resolve per capsulam where appropriate.
6. Remuneration and costs
Members of the Nomination Committee shall not receive remuneration from the company. The company shall bear reasonable costs associated with the Nomination Committee’s work.
7. Validity
This Instruction shall apply until further resolved by a General Meeting.