Annual General Meeting 2013
Appropriation of profits
The Annual General Meeting resolved in accordance with the proposed dividend to shareholders of SEK 0.50 per share for the 2012 fiscal year. The record day for the right to receive dividends is 16 April and payment is expected to take place on 19 April.
Election of Board members and auditors
In accordance with the Nomination Committee's proposal, the Annual General Meeting resolved that the Board would comprise six members, and re-elected Board members Morten Falkenberg, Lilian Fossum Biner, Nora Førisdal Larssen, Johan Molin, Thore Ohlsson and Fredrik Palmstierna. Rolf Eriksen had declined re-election. Johan Molin was 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.
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 2,240,000.
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.
Resolution regarding 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 a financial performance target based on Nobia's earnings per share for 2013-2014. The target 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 treasury 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 10 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.
Approval of divestment of Optifit and Marlin
The Annual General Meeting approved the divestment of the continuing operations in the Optifit Group in Stemwede, Germany, following the relocation of production for the Hygena brands to the UK, to the management of Optifit. The operations comprise the production and sale of kitchens and bathrooms to external retailers in Germany. Nobia's total expenses for the divestment are estimated to amount to approximately 60 per cent of the cost for the company to discontinue the remaining operations itself, which would otherwise generate a negative result and also not have any positive effect for Nobia.