Annual General Meeting 2023
Nobia AB (publ) held its Annual General Meeting on Thursday, 27 April, in Stockholm.
Adoption of annual report and resolution to discharge the Board Members and the
President from liability
The Annual General Meeting adopted the annual report for 2022. The Board of Directors and the President were discharged from liability for the financial year 2022.
Appropriation of profits
The Annual General Meeting resolved that no dividend is to be distributed for the financial year 2022.
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 3,660,000 distributed as follows: SEK 1,200,000 to the Chairman and SEK 410,000 to other Board members. In addition to the above fees, for each of every physical Board meeting that is being held in the Nordics, each member resident in Europe but outside the Nordics shall receive a meeting fee of SEK 20,000. Furthermore, the Annual General Meeting resolved that fees of SEK 150,000 shall be paid to the Chairman of the Audit Committee, SEK 125,000 to the members of the Audit Committee, SEK 75,000 for the Chairman of the Remuneration Committee and SEK 50,000 to the members of the Remuneration Committee. It was resolved that fees to auditors be paid in accordance with approved invoices.
Election of Board members and auditors
The Annual General Meeting resolved that the Board of Directors would comprise seven members and re-elected Jan Svensson, Tony Buffin, Marlene Forsell, David Haydon, Nora F. Larssen and Carsten Rasmussen. Fredrik Ahlin was elected as new member of the Board of Directors. Jan Svensson was re-elected as Chairman of the Board of Directors.
PricewaterhouseCoopers AB was re-elected as auditor for the period up to the end of the next Annual General Meeting, with Authorised Public Accountant Anna Rosendal as Auditor-in-Charge.
Nomination Committee
The Annual General Meeting appointed Peter Hofvenstam (representing Nordstjernan), Ricard Wennerklint (representing If Skadeförsäkring) and Lovisa Runge (representing the Fourth Swedish National Pension Fund), as members of the Nomination Committee for the period until the end of the 2024 Annual General Meeting. The Annual General Meeting appointed Peter Hofvenstam as Chairman of the Nomination Committee.
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 of Directors’ proposal. The plan comprises approximately 60 people. Participants are allotted performance-based share rights, which, after a vesting period that is marginally shorter than 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 annual salary in Nobia shares, and allocation of shares requires that performance targets relating to earnings per share have been achieved.
For the Performance Share Plan, the Annual General Meeting resolved, in accordance with the Board of Directors’ proposals, to transfer bought-back Nobia shares to the participants of the plan to be used upon allocation under the plan. The maximum number of shares that can be allocated under the plan, including the shares that may be divested on Nasdaq Stockholm to cover costs related to the plan, is limited to 1,650,000, which represents approximately 0,97 per cent of the outstanding shares and votes.
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 2024 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 2024 Annual General Meeting, sell treasury shares outside Nasdaq Stockholm.