Nobia’s 2024 Annual General Meeting

Nobia AB (publ) held its Annual General Meeting today, Tuesday, 14 May 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 2023. The Board of Directors and the President were discharged from liability for the financial year 2023.

Appropriation of profits

The Annual General Meeting resolved that no dividend is to be distributed for the financial year 2023.

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 2,924,000 distributed as follows: SEK 1,236,000 to the Chairman and SEK 422,000 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 154,500 shall be paid to the Chairman of the Audit Committee, SEK 128,500 to the members of the Audit Committee, SEK 77,000 for the Chairman of the Remuneration Committee and SEK 51,000 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 five members and re-elected Fredrik Ahlin, Tony Buffin, Marlene Forsell, Nora F. Larssen and Carsten Rasmussen. 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) and Lovisa Runge (representing the Fourth Swedish National Pension Fund), as members of the Nomination Committee for the period until the end of the 2025 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 related to earnings before interests and taxes (EBIT) during the financial years 2024-2026 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 8,450,000, which represents approximately 1.3 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 2025 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 2025 Annual General Meeting, sell treasury shares.

For further information:
Tobias Norrby, Head of Investor Relations
+46 706647335
[email protected]