Nobia’s 2022 Annual General Meeting

Adoption of annual report and resolution to discharge the Board Members and the President from liability

The Annual General Meeting adopted the annual report for 2021. The Board of Directors and the President were discharged from liability for the financial year 2021.

Appropriation of profits

The Annual General Meeting resolved to adopt the dividend to shareholders of SEK 2.50 per share for the 2021 fiscal year, totalling approximately SEK 421 million. The record date for the right to receive dividends is Monday, 9 May and payment is expected to take place on Thursday, 12 May.

Fees to the Board of Directors and auditors

The Annual General Meeting resolved that fees would be paid to the Board of Directors in the total amount of SEK 3,250,000, distributed as follows: SEK 1,200,000 to the Chairman and SEK 410,000 to other Board members. In addition to the above fees, for each of every physical Board meeting that is being held in the Nordics, each member resident in Europe but outside the Nordics shall receive a meeting fee of SEK 20,000. Furthermore, the Annual General Meeting resolved that fees of SEK 150,000 shall be paid to the Chairman of the Audit Committee, SEK 125,000 to the members of the Audit Committee, SEK 75,000 for the Chairman of the Remuneration Committee and SEK 50,000 to the members of the Remuneration Committee. It was resolved that fees to auditors be paid in accordance with approved invoices.

Election of Board members and auditors

The Annual General Meeting resolved that the Board would comprise six members and re-elected Nora, F. Larssen, Marlene Forsell, Carsten Rasmussen and Jan Svensson. Tony Buffin and David Haydon was elected as new members of the Board. Jan Svensson was elected as new Chairman of the Board.

PricewaterhouseCoopers AB was newly elected as auditor for the period up to the end of the next Annual General Meeting, with Authorised Public Accountant Anna Rosendal as Auditor-in-Charge.

Nomination Committee

The Annual General Meeting appointed Peter Hofvenstam (representing Nordstjernan), Fredrik Ahlin (representing If Skadeförsäkring), Lovisa Runge (representing the Fourth Swedish National Pension Fund) and Marianne Nilsson (representing Swedbank Robur Fonder), as members of the Nomination Committee for the period until the end of the 2023 Annual General Meeting. The Annual General Meeting appointed Peter Hofvenstam as Chairman of the Nomination Committee.

Guidelines for remuneration to Group management

The Annual General Meeting resolved to adopt the guidelines for remuneration and other employment conditions to Group management. The guidelines’ main stipulation is that remuneration to Group management corresponds to market levels. Members of Group management receive both a fixed and a variable salary portion. The fundamental principle is that the variable salary portion for the President may amount to a maximum of 65 per cent of fixed annual salary.

Resolution regarding Performance Share Plan and transfer of bought-back shares under the Plan

The Annual General Meeting decided to introduce a Performance Share Plan, in accordance with the Board’s proposal. The Plan comprises approximately 80 employees consisting of senior executives, senior managers and employees with senior positions within the Nobia Group. Participants are allotted performance-based share rights, which, after a vesting period of three years, give right to shares, provided that certain conditions have been fulfilled. In order to participate in the Plan, the participant must invest part of his or her annual salary in Nobia shares, and allocation of shares requires that performance targets relating to average operating profit (EBIT) for Nobia’s shares have been achieved.

For the Performance Share Plan, the Annual General Meeting resolved, in accordance with the Board’s proposals, to transfer a maximum of 850,000 bought-back Nobia shares to the participants of the Plan to be used upon allocation under the Plan. Including the shares that may be divested on Nasdaq Stockholm to cover costs related to Performance Share Plan 2022, the total amount of shares in Nobia that can be emanated under the Performance Share Plan 2022 shall be limited to 1,040,000, which represents approximately 0,6 per cent of the outstanding shares and votes.

Authorisation to acquire and sell shares

The Annual General Meeting resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2023 Annual General Meeting, acquire shares in an amount limited so that the total holding of treasury shares does not exceed 10 per cent of all shares in the company. The Annual General Meeting also resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2023 Annual General Meeting, sell treasury shares outside Nasdaq Stockholm.