Summary of the Annual General Meeting 2019 of Nobina AB (publ)
The shareholders of Nobina AB (publ) gathered for the Annual General Meeting on 29 May 2019. The Meeting took place at the World Trade Center, Kungsbron 1, Stockholm. The Meeting approved the Group’s and Company’s income statements and balance sheets for the financial year 2018/2019, and resolved upon a dividend for the financial year 2018/2019 being SEK 3.80 per share and to grant the members of the Board of Directors and the Managing Director discharge from liability for the previous financial year.
Jan Sjöqvist, John Allkins, Graham Oldroyd, Monica Lingegård, Liselott Kilaas and Bertil Persson were re-elected as members of the Board of Directors and Johan Bygge was elected as new member of the Board of Directors. Jan Sjöqvist was re-elected as Chairman of the Board and Johan Bygge was elected as vice-chairman of the Board. PricewaterhouseCoopers AB was re-elected as the Company’s auditor. It was resolved that the fees to be paid to the Board of Directors shall be allocated as follows: SEK 900,000 to the Chairman of the Board and SEK 450,000 to each of the other members of the Board of Directors. It was further resolved that fees to the auditor shall be paid in accordance with invoices approved by the Board of Directors and that extra fees shall be paid for work in the audit committee with SEK 100,000 to the chairman of the committee and SEK 50,000 to each of the other members.
The Meeting resolved on principles for the Nomination Committee in accordance with the Nomination Committee’s proposal and the Meeting approved the Board of Directors’ proposal on guidelines for remuneration to senior management.
The Meeting resolved on the implementation of a performance based Share Saving Scheme, to authorise the board of directors to purchase and sell treasury shares within the scope of the Share Saving Scheme and to transfer treasury shares to participants in the Share Savings Scheme. Up to 60 senior executives and other key employees will be offered to become a participant in the Share Savings Scheme, which will be carried out 29 June 2019–30 June 2022, and comprise no more than 838,770 shares in Nobina. The motive for the Share Saving Schemes is to further incentivise Nobina’s key employees, which in turn is deemed to enhance Nobina’s ability to retain and recruit key personnel. The scheme is further intended to promote a shareholding in Nobina as well as an increase thereof. After the end of the Share Savings Scheme, the participants, subject to the fulfilment of the terms and conditions of the scheme, are entitled, without consideration, to receive one to seven Performance Shares for each Saving Share. The number of Saving Shares entitling the participants to receive Performance Shares is restricted to an amount corresponding to approximately 17% of the individual participant’s annual fixed salary. The number of Performance Shares that participants may receive is based on which predetermined category the participant belongs to, the shareholder return of the Nobina share compared to Nasdaq Stockholm OMX Nordic Mid Cap Index and total shareholder return for Nobina compared to a performance target set by the board of directors in relation to Nobina’s business plan and internal cost of capital.
A preliminary cost calculation for the Share Savings Scheme has been made, and is based on a price of SEK 80.7 per share at final allocation, that the maximum number of Performance Shares is allocated following the Retention Period, an estimated annual staff turnover of 2% and that each Participant invests in Savings Shares up to the maximum amount. The value of the each Performance Share has been set at SEK 20.1 (41% of SEK 48.9) The value of the Performance Shares has been calculated on the basis of a share price of SEK 62.32 at the implementation of the Share Savings Scheme, an estimate of the future volatility of the Nobina share as well as volatility and correlation between the Nobina share and the Nasdaq Stockholm OMX Nordic Mid Cap Index as well as a dividend yield of 10%.
In total, the expected cost for the Share Savings Scheme is approximately SEK 15.8 million, excluding costs for social security charges, which is expected to amount to approximately SEK 6.5 million.
The Meeting also resolved to authorise the Board of Directors to, at one or several occasions until the next annual general meeting, resolve upon a new issue of shares or convertibles in the Company against payment in cash, in kind or through set-off and with the right to deviate from the shareholders’ preferential rights. The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights is to facilitate the raising of capital for acquisitions. The authorisation is limited whereby the Board of Directors may not resolve to issue shares and/or convertibles that involve the issue of or conversion into shares corresponding to more than 10.0 % of the total number of shares in the Company at the time of the issue resolution. To the extent new issues of shares are made with deviation from the shareholders’ preferential rights, such issues shall be made on market terms.
The annual report for the financial year 2018/2019 is available at the premises of Nobina AB (publ), Armégatan 38 in Solna, as well as on the Company’s website: www.nobina.com.