Resolutions at the Annual General Meeting in Nordic Paper Holding AB (publ)
Regulatory
Nordic Paper Holding AB (publ) today held its annual general meeting. The annual general meeting was held by physical presence of shareholders and with the option for shareholders to exercise their voting rights by advance voting (postal voting). 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 2.00 per share, with record date for the right to receive dividend on 23 May 2022. With this record date, the payment of dividend is estimated to be effectuated by Euroclear Sweden AB on 27 May 2022.
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 2021.
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 Arne Wallin as board members and Per Bjurbom as chairman of the board for the period until the end of the next annual general meeting. The auditing firm Öhrlings Pricewaterhousecoopers 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 Öhrlings Pricewaterhousecoopers AB has informed that the authorised auditor Martin Johansson will continue 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 2,410,000 (SEK 2,425,000), for the period until the end of the next annual general meeting, of which SEK 550,000 (SEK 550,000) shall be paid to the chairman of the board and SEK 300,000 (SEK 300,000) 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 360,000 (SEK 375,000), of which SEK 170,000 (SEK 150,000) shall be paid to the chairman of the audit committee and SEK 85,000 (SEK 75,000) to the other member of the audit committee and SEK 70,000 (SEK 50,000) shall be paid to the chairman of the remuneration committee and SEK 35,000 (SEK 25,000) 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 400 million for guarantee commitments for subsidiaries.
The nomination committee
The general meeting resolved that the instructions for the nomination committee ahead of the annual general meeting 2023 shall be left unchanged from the previous year’s instructions.
Resolution regarding approval of the board of directors’ remuneration report
The general meeting resolved to approve of the board of directors’ remuneration report.
Resolution regarding approval of incentive program
The general meeting resolved to issue not more than 600,000 warrants within the scope of a long-term incentive programme for senior executives within Nordic Paper in accordance with the proposal by the board. The rationale for the incentive programme is to create opportunities to motivate and retain senior executives within Nordic Paper. The incentive programme has been established as it is deemed desirable for senior executives within Nordic Paper to also be shareholders of the company.
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, Head of Investor relations
Phone: +46 730 573801
E-mail: henrik.essen@nordic-paper.com
This information was submitted for publication, through the agency of the contact persons set out above, at 16.15 CEST on 19 May, 2022.