Resolutions at the Annual General Meeting in Nordic Paper Holding AB (publ)

Nordic Paper Holding AB (publ) today held its annual general meeting. The complete proposals have previously been published and are available at the company’s website, www.nordic-paper.com. Among others, the following resolutions were passed.

Appropriation of the company’s result

The general meeting resolved in accordance with the proposal by the board of directors, on a dividend of SEK 4 per share, with record date for the right to receive dividend on 27 May 2024. With this record date, the payment of dividend is estimated to be effectuated by Euroclear Sweden AB on 30 May 2024.

Discharge of liability, board of directors, auditors etc.

The general meeting resolved to grant discharge to the board of directors and the chief executive officer from liability for their management of the company’s affairs during the financial year 2023.

The general meeting resolved that the board of directors should be composed of six board members with no deputy board members.

The general meeting resolved to re-elect Per Bjurbom, Stefan Lundin, Ying Che, Helene Willberg, Karin Eliasson and Thomas Körmendi as board members and to re-elect Per Bjurbom as chairman of the board for the period until the end of the next annual general meeting. The auditing firm KPMG AB was re-elected as the company’s auditor for the period until the end of the next annual general meeting. It was noted that KPMG AB has informed that the authorised auditor Mattias Eriksson will be appointed as auditor in charge.

The general meeting resolved, in accordance with the nomination committee’s proposal, the members of the board shall be paid a total amount of 2,565,000 (SEK 2,482,000), for the period until the end of the next annual general meeting, of which SEK 580,000 (SEK 565,000) shall be paid to the chairman of the board and SEK 320,000 (SEK 310,000) shall be paid to each other member of the board elected by the general meeting. For work within the committees of the board, for the period until the end of the next annual general meeting, the members shall be paid a total amount of SEK 385,000 (SEK 367,000), of which SEK 180,000 (SEK 175,000) shall be paid to the chairman of the audit committee and SEK 89,000 (SEK 85,000) to the other member of the audit committee and SEK 75,000 (SEK 72,000) shall be paid to the chairman of the remuneration committee and SEK 36,000 (SEK 35,000) to the other member of the remuneration committee. In accordance with the nomination committee’s proposal, it was resolved that the auditors shall be paid against approved invoice.

Approval of guarantee commitments for subsidiaries

The general meeting resolved in accordance with the proposal by the board and for the period until the end of the next annual general meeting, to approve a frame of SEK 1 billion for guarantee commitments for subsidiaries.

Resolution regarding approval of the board of directors’ remuneration report

The general meeting resolved to approve of the board of directors’ remuneration report.

Adoption of new remuneration guidelines

The general meeting resolved in accordance with the proposal by the board of directors to adopt new remuneration guidelines, which are materially consistent with the previously applicable remuneration guidelines with only linguistic adjustments.

Resolution regarding approval of incentive programme

The general meeting resolved to implement a performance-based long-term cash programme for senior executives within Nordic Paper in accordance with the proposal by the board.

Authorisation for the board of directors to repurchase and transfer of own shares

The general meeting resolved in accordance with the proposal by the board of directors authorise the board to, up and until the next annual general meeting, on one or several occasions, resolve to purchase own shares so that the Company’s holding, at any given time, does not exceed 10 percent of the total number of shares in the Company. Purchases shall be carried out on Nasdaq Stockholm and may only be acquired to a price per share within the applicable share price range, i.e., the range between the highest purchase price and the lowest selling price.

In addition, the general meeting resolved to authorise the board of directors, up until the next annual general meeting, on one or several occasions, to resolve on transfer of own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the applicable price range, i.e., the range between the highest purchase price and the lowest selling price.

The purpose of the proposal is to give the board of directors an increased flexibility regarding the Company’s capital structure and the Company’s ability to distribute capital to shareholders, fulfil commitments according to the Company’s outstanding incentive programme, as well as to enable the board of directors to finance acquisitions with own shares. The purpose of the authorisation to transfer own shares is to enable delivery of shares according to the Company’s outstanding incentive programme, to finance acquisitions with own shares, raise working capital or broaden the shareholder base.

Authorisation for the board of directors to issue shares

The general meeting resolved in accordance with the proposal by the board of directors authorise the board to, up and until the next annual general meeting, on one or several occasions and with or without preferential rights for existing shareholders, resolve on the issue of new shares, comprising a total of not more than 10 per cent of the total number of outstanding shares in the company as at the time of the annual general meeting’s resolution to approve the proposed authorisation.

The purpose of the authorisation is to increase the financial flexibility of Nordic Paper and the acting scope of the board of directors. Should the board of directors resolve on an issue with deviation from the shareholders' preferential rights, the reason for this must be to finance acquisitions of companies or operations. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.

Additional information from the annual general meeting

The presentation made by CEO Anita Sjölander at the general meeting is available on Nordic Paper’s website, www.nordic-paper.com. Minutes from the general meeting will be made available on Nordic Paper’s website no later than two weeks after the general meeting.

For further information, please contact:

Henrik Essén, Director of Sustainability and Communication

Phone: +46 730 573801

E-mail: [email protected]

This information was submitted for publication, through the agency of the contact person set out above, at 17.50 CEST on May 23, 2024.