Nobia’s 2025 Annual General Meeting

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 2024. The Board of Directors and the President were discharged from liability for the financial year 2024.

Appropriation of profits

The Annual General Meeting resolved that no dividend is to be distributed for the financial year 2024.

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 3,883,000 distributed as follows: SEK 1,273,000 to the Chairman and SEK 435,000 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 21,000. Furthermore, the Annual General Meeting resolved that fees of SEK 159,100 shall be paid to the Chairman of the Audit Committee, SEK 132,300 to the members of the Audit Committee, SEK 79,000 for the Chairman of the Remuneration Committee, SEK 52,000 to the members of the Remuneration Committee and that a special fee of SEK 125,000 shall be paid to the Board member appointed by the Board to serve on the Board's Supply Chain 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 Fredrik Ahlin, Tony Buffin, Marlene Forsell and Carsten Rasmussen. Jimmy Renström, Catarina Fagerholm and Andréas Elgaard were elected as new members of the Board of Directors. Tony Buffin was elected as Chairman of the Board of Directors.

Öhrlings PricewaterhouseCoopers AB was re-elected as auditor for the period up until 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), Lovisa Runge (representing the Fourth Swedish National Pension Fund) and Erik Durham (representing Lannebo Kapitalförvaltning), as members of the Nomination Committee for the period until the end of the 2026 Annual General Meeting. The Annual General Meeting appointed Peter Hofvenstam as Chairman of the Nomination Committee.

Remuneration report

The Annual General Meeting resolved to approve the Board of Directors' remuneration report for 2024.

Remuneration guidelines and other employment terms for senior executives

The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to adopt new guidelines for remuneration and other terms of employment for senior executives.

Authorisation for the Board of Directors to acquire and sell treasury shares

The Annual General Meeting resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2026 Annual General Meeting, acquire shares in an amount limited so that the total holding of treasury shares does not exceed ten percent 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 2026 Annual General Meeting, sell treasury shares.

Authorisation for the Board of Directors to decide on new issues

The Annual General Meeting authorised the Board of Directors to, on one or several occasions during the period until the Annual General Meeting 2026, resolve to issue new shares and/or warrants and/or convertibles, with or without deviation from the shareholders’ preferential right. The total number of shares that may be issued pursuant to the authorisation shall be within the limits of the Articles of Association and may not exceed ten percent of the total number of shares in Nobia at the time of the Board's decision to issue shares. The purpose of the authorisation, and the reason for any deviation from the shareholders’ preferential right, is to increase the financial flexibility of group to enable the group to finance the operations in a fast and efficient way and/or acquire companies, businesses or parts thereof.