Annual General Meeting 2016
Appropriation of profits
The Annual General Meeting resolved in accordance with the proposed dividend to shareholders of SEK 2.50 per share for the 2015 fiscal year, totalling approximately SEK 421 million. The record day for the right to receive dividends is Wednesday, 13 April, and payment is expected to take place on Monday, 18 April.
Election of Board members and auditors
The Annual General Meeting resolved that the Board would comprise nine members and re-elected Tomas Billing, Morten Falkenberg, Lilian Fossum Biner, Nora Førisdal Larssen, Thore Ohlsson, Fredrik Palmstierna, Stefan Jacobsson, Ricard Wennerklint and Christina Ståhl. Tomas Billing was re-elected Chairman of the Board.
KPMG AB, with Auditor-in-Charge George Pettersson, were re-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 4,010,000, distributed as follows: SEK 1,100,000 to the Chairman, SEK 390,000 to other Board members who do not receive a salary from the company, SEK 100,000 to the Chairman of the Audit Committee and SEK 80,000 to the member of the Audit Committee. 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, Torbjörn Magnusson representing If Skadeförsäkring, Lars Bergkvist representing Lannebo funds and Arne Lööw representing the Fourth National Pension Fund, as members of the Nomination Committee during the period until the end of the Annual General Meeting 2017.
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 may amount to a maximum of 55 per cent of the annual fixed salary for the CEO, and a maximum of 30 per cent of fixed annual salary for other members of Group management.
Resolution regarding Performance Share Plan and sale 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 100 employees, consisting of senior managers and employees with senior positions. In comparison with previous plans, participation in the Performance Share Plan 2016 entails among other things that the maximum variable salary portion is adjusted downwards. Participants are allotted share rights, which after a vesting period of three years gives the right to shares, provided that certain conditions have been fulfilled, including a financial performance target linked to accumulated earnings per share for Nobia during the 2015-2017 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 2017 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 2017 Annual General Meeting, to sell treasury shares outside Nasdaq Stockholm.