Annual General Meeting 2012

The Annual General Meeting in Nobia AB was held on 11 April 2012 at Summit, Grev Turegatan 30, Stockholm.

Election of Board members and auditors

In accordance with the Nomination Committee's proposal, the Annual General Meeting re-elected Board members Rolf Eriksen, Bodil Eriksson, Morten Falkenberg, Nora Førisdal Larssen, Johan Molin, Thore Ohlsson and Fredrik Palmstierna. Lilian Fossum Biner was elected as a new Board member. Lotta Stalin declined re-election. Furthermore, Johan Molin was re-elected Chairman of the Board.


The company's auditors, KPMG AB, with Auditor in Charge Helene Willberg, were re-elected for the period up to the end of the next Annual General Meeting.


Decision regarding appropriation of profits

The Annual General Meeting resolved in accordance with the Board's proposal that all funds at the disposal of the Meeting be carried forward.


Fees to the Board of Directors

The Annual General Meeting resolved that fees would be paid to the Board of Directors in the total amount of SEK 2,800,000.


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.


Introduction of Performance Share Plan and sale of treasury shares under the Plan

In accordance with the Board's proposal, the Meeting resolved to introduce a Performance Share Plan. The plan comprises approximately 100 employees and imposes the requirement that participants must personally purchase shares. After three years, the participants are entitled to allotment of shares in Nobia free of charge, provided that certain conditions have been fulfilled, including financial performance requirements based on Nobia's earnings per share for 2012-2013. Targets will be announced after the end of the measurement period.


For the Performance Share Plan, the Annual General Meeting resolved, in accordance with the Board's proposal, to sell a maximum of 1,500,000 treasury shares to the participants of the Plan.


Authorisation to acquire and sell shares

The Annual General Meeting resolved to authorise the Board of Directors, during the period until the next Annual General Meeting, to acquire shares in an amount limited so that the total holding of treasury shares does not exceed ten per cent of all shares in the company. The Annual General Meeting also resolved to authorise the Board of Directors, on one or more occasions, to resolve to sell treasury shares, off NASDAQ OMX Stockholm.


Speech by the President

In his speech, Nobia's President and CEO Morten Falkenberg described the company's performance in 2011 and the Group's strategic initiatives entitled Growth and Efficiency.