The material resolutions passed at Nimbus Group’s Annual General Meeting earlier today on 16 May 2023 are presented below. The meeting was held in Nimbus Group’s offices in Gothenburg and by way of postal voting. All resolutions were passed in accordance with the Board’s and the Nomination Committees’ proposals as presented in the notice convening the meeting.
Approval of the income statement and balance sheet
The meeting resolved to approve the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2022.
Dividend
The meeting resolved that no dividend should be paid for the financial year 2022 and that available earnings is balanced into new accounts.
Discharge from liability
The Board members and the Chief Executive Officer were discharged from liability for the financial year 2022.
Election of the Board of Directors and audit firm
The meeting resolved to re-elect Mats Engblom, Lars Hygrell, Per Hesselmark, Göran Gummesson and Eva Nilsagård and elect Johanna Lundberg as the Board of Directors. David Bourghardt had declined re-election. Mats Engblom was re-elected as Chairman of the Board of Directors.
The registered audit company Öhrlings PricewaterhouseCoopers AB was re-elected as auditor. Öhrlings PricewaterhouseCoopers AB has announced that authorised public accountant Johan Engstam will be the auditor in charge.
Remuneration to the Board of Directors and auditor
The meeting resolved on the following compensation on an annual basis:
- SEK 500,000 (500,000) the Chairman of the Board of Directors and SEK 300,000 (300,000) each of the other members of the Board of Directors
- SEK 100,000 (100,000) to the Chairman and SEK 50,000 (50,000) to each of the other members of the audit committee
- SEK 100,000 (100,000) to the Chairman and SEK 50,000 (50,000) to each of the other members of the remuneration committee.
The meeting resolved that the remuneration to the auditor shall be paid against approved invoice.
Incentive programme
The meeting resolved to adopt a new incentive programme in accordance with that the proposal presented.
Authorisation for the Board of Directors to resolve on new share issues
The meeting resolved to authorize the Board of Directors, on one or more occasions, to decide on new share issues, with or without deviation from the preferential rights of the shareholders, for the period up to the end of the next Annual General Meeting.
The number of shares issued pursuant to the authorisation may not exceed an increase of ten (10) percent of the share capital based on the share capital of the Company at the time of the Annual General Meeting 2023.
Payment shall, in addition to cash payment, be made by way of contribution or set-off, or otherwise be provided with conditions. If the Board of Directors decides to issue new shares with deviation from the preferential rights of the shareholders, the reason for this shall be to provide the Company with new owners of strategic importance to the Company or to implement acquisition agreements, alternatively to procure capital for such acquisitions.
The Chairman of the Board of Directors and the Chief Executive Officer were authorised to make minor adjustments in the decisions above that may prove necessary in connection with a registration with the Swedish Companies Registration Office.
