Annual General Meeting 2015
Appropriation of profits
The Annual General Meeting resolved in accordance with the proposed dividend to shareholders of SEK 1.75 per share for the 2014 fiscal year, totalling approximately SEK 293 million. The record day for the right to receive dividends is Thursday, 16 April and payment is expected to take place on Tuesday, 21 April.
Election of Board members and auditors
The Annual General Meeting resolved that the Board would comprise nine members. Morten Falkenberg, Lilian Fossum Biner, Nora Førisdal Larssen, Thore Ohlsson, Fredrik Palmstierna, Stefan Jacobsson and Ricard Wennerklint were re-elected. Tomas Billing and Christina Ståhl were elected new Board members and Tomas Billing was elected the new Chairman of the Board.
KPMG AB, with Auditor-in-Charge George Pettersson, were elected as the company's auditors for the period up to the end of the next Annual General Meeting.
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 3,625,000, distributed as follows: SEK 1,000,000 to the Chairman and SEK 375,000 for other Board members who do not receive a salary from the company. It was resolved that fees to auditors be paid in accordance with approved invoices.
The Annual General Meeting appointed Viveca Ax:son Johnson (Chairman) representing Nordstjernan, Fredrik Palmstierna representing Investmentaktiebolaget Latour, Torbjörn Magnusson representing If Skadeförsäkring, Evert Carlsson representing Swedbank Robur funds and Lars Bergqvist representing Lannebo funds as members of the Nomination Committee, and adopted the instruction for 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.
Resolution regarding Performance Share Plan and sale of bought-back 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 linked to accumulated earnings per share for Nobia during the 2015-2016 fiscal years.
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 bought-back Nobia shares to the participants of the Plan.
Authorisation to acquire and sell shares
The Annual General Meeting resolved to authorise the Board of Directors, on one or several occasions during the period until the 2016 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 resolved to authorise the Board of Directors, on one or several occasions during the period until the 2016 Annual General Meeting, to sell treasury shares outside Nasdaq Stockholm.