Governance Documents

The rules of procedure of the Board are agreed annually at the Board meeting following election. The rules of procedure are revised thereafter as needed.

The rules of procedure contain the responsibilities and duties of the Board, the duties of the Chair of the Board, audit-related matters and they state which reports and financial information the Board shall receive prior to each ordinary Board meeting. Furthermore, the rules of procedure contain instructions for the CEO. The rules of procedure also state that a compensation committee and an audit committee should be established and provide information thereof.

The rules of procedure for the Board

The work of the nomination committee is to be conducted with openness and consultation so as to achieve a well-balanced Board. The nomination committee then proposes candidate members to the Board of Diös for the forthcoming mandate period, which are then proposed to the Annual General Meeting.

The nomination committee also makes proposals on the remuneration of the Board members and of the statutory auditor, and where appropriate, on the choice of auditor. The names of the nomination committee members, as well as the owners they represent, should be published no later than six months before the Annual General Meeting and should be based on the known shareholding per 31 August of the year preceding the Annual General Meeting.

In accordance with this decision, the following nomination committee has been established for 2023:

• Bob Persson, Chairman of the Board
• Björn Rentzhog, representative for AB Persson Invest.
• Mikael Hallåker, representative for Pensionskassan SHB Försäkringsförening.
• Peter Hofvenstam, representative for Nordstjernan AB.
• Magnus Swärdh, representative for Backahill Inter AB.

Shareholders that wish to make proposals to the nomination committee may do so via this e-mail address: valberedningen@dios.se or by mail to: Diös Fastigheter AB, Nomination committee, Box 188, 831 22 Östersund, no later than 15 January of the AGM year.

In accordance with the Companies Act, the auditor is to examine the company’s annual accounts and accounting practices, as well as the board’s and the CEO’s management of the company. After each financial year the auditor must provide an auditor’s report to the General Meeting.

In addition to contact with the audit committee, the auditor must also report their audit plan for the year as well as their point of view on the annual accounts to the Board.

Auditor

Registered auditing company Deloitte AB, 113 70 Stockholm, Lead Auditor Richard Peters, Authorised Public Accountant

In accordance with the Articles of Association, Diös is a publicly limited company, with its registered offices in Östersund, whose business activities are to, either directly or indirectly through its subsidiaries, own, manage, refine and develop real property as well as to conduct activities compatible therewith.

The Board is to be composed of at least three and a maximum of ten members, with a maximum of ten deputy board members. The Board is appointed at the ordinary Annual General Meeting for the period until the next ordinary General Meeting has been held. In terms of dismissal of members of the Board, the company will comply with the regulations provided by the Companies Act.

Articles of association

Adopted at the Annual General Meeting on 13 April 2021

Diös Fastigheter AB (publ) is a Swedish public limited company with its registered office in Östersund and operations primarily in northern Sweden.

Diös is listed on the NASDAQ OMX Stockholm and governance, management and control of the company is divided between its shareholders at the Annual General Meeting, the Board of the company and the Chief Executive Officer. Business activities are regulated by the Swedish Companies Act, the current Articles of Association, NASDAQ OMX Stockholm’s Issuer rules, and the Swedish Corporate Governance Code.

The Annual General Meeting, which is held once a year, is the highest decision-making body within Diös Fastigheter AB (publ). The annual report and the auditor’s report for the latest financial year are presented at the Annual General Meeting, and it is the duty of the General Meeting to decide on whether to adopt these documents.

The General Meeting decides upon the Board’s proposal for allocation of profits or management of losses and also decides upon the discharge of liability of the current Board members and the Chief Executive Officer and appoints a new future Board for the company.

Diös Fastigheter holds it Annual General Meeting in the month of April every year.

Diös complies with Swedish Corporate Governance Code which includes the appointment of board members and statutory auditor, the constitution of the board, financial reporting and information provision in terms of corporate governance and internal control.

Responsibility for governance, management and control of Diös activities is divided between its shareholders at the Annual General Meeting, the Board of the company and the Chief Executive Officer. Certain corporate governance matters are regulated in the Articles of Association.

Good development of the company’s business is guaranteed through high quality in governance and control of Diös’ activities. This benefits the company’s major customers, our shareholders, tenants and employees.

Diös deviates from the Swedish Corporate Governance Code on the following points:

• The audit committee includes all members of the Board.
  The Board must set up an audit committee. In companies with fewer board members the entire Board can fulfil the duties of the audit committee collectively. The Board of Diös Fastigheter is composed of six board members and has chosen to continue to allow the entire Board to fulfil the duties of the audit committee. The review of financial reports and internal control is therefore carried out by the entire Board.
• Independent nomination committee: The nomination committee is represented by the four largest shareholders. The nomination committee is to have at least three members who are appointed by the Annual General Meeting. Most of the members are to be independent of the company. The nomination committee of Diös is made up of four members who represent the four largest shareholders. The Annual General Meeting was unanimous that the proposed nominations committee was best-suited for the duty. A collective assessment is to be carried out in each individual case to determine whether a board member is independent under the requirements of the stock exchange, which has not been carried out.