Concentric - The nomination committee's proposals and their reasoned opinion in respect of the proposal regarding board of directors


In accordance with the resolution of the annual general meeting 2014 the
following were, in September 2014, appointed members of the nomination committee
preceding the next scheduled annual general meeting in March 2015: Göran
Espelund, chair (Lannebo Fonder), Erik Durhan (Nordea Fonder), Marianne Nilsson
(Swedbank Robur Fonder) and Johan Strandberg (SEB Fonder). The nomination
committee represents approximately 36 percent of the shares and votes in the
company. No compensation has been paid to the nomination committee.
The proposals by the nomination committee for resolutions to be passed at the
annual general meeting and the reasoned opinion on the election of directors are
as follows.

Election of chair of the annual general meeting

The nomination committee nominates Stefan Charette, the chair of the board, to
act as chair of the annual general meeting.

Resolution on the number of directors, election of board, chairman of the board
and auditor

The number of directors is proposed to be increased by one director to seven
directors, with no deputy directors. The nomination committee proposes re
-election of the directors Stefan Charette, Marianne Brismar, Kenth Eriksson,
Martin Lundstedt, Martin Sköld and Claes Magnus Åkesson, and new-election of
Susanna Schneeberger. Stefan Charette is proposed to be re-elected chair.

From March 2015 Susanna Schneeberger is Vice President & Managing Director of
Terex Material Handling in Dusseldorf, an area of business within the American
group Terex Corporation. Between January 2007 and March 2015 Susanna has been
active within the Trelleborg group, acting as Director, Strategic Business
Development (2007-2012) and as Vice president, Sales & Marketing (2012-2015).

The nomination committee has taken part of the chair’s report and written
evaluation of the work of the board, made interviews with the directors, the
auditor of the company and met with the managing director to understand the
development of the business. The nomination committee’s conclusion, taking into
account the evaluation of the board of Concentric and the committee’s
assessment, is that the board and its practice is well functioning.

The nomination committee has, as a basis, considered the business of the
company, the development phase and other conditions, discussed the board’s
versatility, size and composition as regards e.g. experience of the business,
competence, distribution in terms of gender and international experience. The
nomination committee has previously concluded that the size of the board has
encouraged an increased efficiency and active commitment. This conclusion is
still valid; but, considering the growth strategy of the company an increase and
reinforcement of the board is called for. Concentric continues to build its
technical leadership and is planning to grow its global business organically and
by selective acquisitions. Part of the challenges the company face is to
continue to strengthen its presence in South America and Asia, the integration
of completed and evaluation of new acquisitions, and matching of the company’s
products to be in line with the current technical development. The nomination
committee has searched for a person with industrial experience whom can
supplement the qualities of the existing directors. To achieve a more even
distribution in terms of gender the nomination committee has focused on
identifying women with relevant background and experience. Susanna
Schneeberger’s experience adheres well to all of these requirements. The
proposal of the nomination committee means that 2 of 7 board members are women,
equaling 29 %, an increase from 17 % in the previous year.

The proposed board meet the requirements on independence stipulated in the the
Swedish Code of Governance. All proposed directors are considered independent of
the company and its management, as well as the company’s major shareholders.

More information about the proposed directors can be found on the company’s
website www.concentricab.com.

The nomination committee has proposed re-election of the registered public
accounting firm KPMG AB as the company’s auditor for the period until the end of
the 2016 annual general meeting. KPMG AB has informed the company that the
authorised public accountant Anders Malmeby will continue to be the auditor-in
-charge of the company.

Resolution on the remuneration to be paid to the chairman of the board of
directors, the directors, and to the auditor

Fees to the directors for the period up to and including the annual general
meeting 2016 is proposed to be paid as follows. The chair will receive SEK
500,000 (previously SEK 450,000) and each of the other directors will receive
SEK 240,000 (previously SEK 220,000). Additional consideration will be paid in
the amount of SEK 50,000 (previously SEK 50,000) to the chair of the
compensation committee and SEK 75,000 (previously SEK 75,000) to the chair of
the audit committee. Taking into account the proposed increase of the board with
one additional director and considering the proposal above the total
remuneration to the Board will increase from SEK 1,675,000 to SEK 2,065,000.

The nomination committee has conducted an analysis of director fees and
associated remuneration for committee work compared to similar companies with
respect to the size and complexity of Concentric. The outcome of this analysis
supports the nomination committee’s proposal to increase the remuneration of
fees and compensations.

Fees to the auditor for services performed are proposed to be paid against
approved account (on an hourly basis).

__________

Stockholm in February 2015

Concentric AB (publ)

The Nomination Committee

Attachments

02152871.pdf