Annual General Meeting 2019
Appropriation of profits
The Annual General Meeting resolved to adopt the dividend to shareholders of SEK 4.00 per share for the 2018 fiscal year, totalling approximately SEK 675 million. The record date for the right to receive dividends is Monday, 6 May and payment is expected to take place on Thursday, 9 May.
Election of Board members and auditors
The Annual General Meeting resolved that the Board would comprise seven members and re-elected George Adams, Hans Eckerström, Morten Falkenberg, Nora Førisdal Larssen, Stefan Jacobsson and Jill Little. Marlene Forsell was elected as a new Board member and Hans Eckerström was re-elected as Chairman of the Board. Lilian Fossum Biner, Christina Ståhl and Ricard Wennerklint had declined re-election.
Deloitte AB was re-elected as auditor for the period up to the end of the next Annual General Meeting, with Authorised Public Accountant Daniel de Paula as Auditor-in-Charge until further notice.
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 3,525,000, distributed as follows: SEK 1,200,000 to the Chairman, SEK 410,000 to other Board members who do not receive a salary from the company, SEK 150,000 to the Chairman of the Audit Committee and SEK 125,000 to the member of the Audit Committee. It was resolved that fees to auditors be paid in accordance with approved invoices.
Nomination Committee
The Annual General Meeting appointed Peter Hofvenstam (Chairman) representing Nordstjernan, Ricard Wennerklint representing If Skadeförsäkring, Mats Gustafsson representing Lannebo Fonder and Arne Lööw representing the Fourth Swedish National Pension Fund, as members of the Nomination Committee for the period until the end of the 2020 Annual General Meeting.
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 and for other members of Group management to a maximum of 40 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 100 employees consisting of senior executives and senior managers. 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 monthly salary for March 2019 in Nobia shares, and allocation of shares requires that performance targets relating to average operating profit (EBIT) or total shareholder return (TSR) 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 300,000 bought-back Nobia shares to the participants of the Plan to be used as saving shares in the Plan, as well as to transfer a maximum of 1,500,000 bought-back Nobia shares to the participants of the Plan to be used upon allocation under the Plan.
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 2020 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 2020 Annual General Meeting, sell treasury shares outside Nasdaq Stockholm.