At VBG Group's Annual General Meeting on April 28, 2020, it was decided, in accordance with the Board's proposal, that no dividend will be paid for the 2019 financial year.
On April 16, 2020, the Board withdrew its previous proposal for a dividend, due to the financial uncertainty and uncertainty about the effects of the corona pandemic. Instead, the Board of Directors proposed, for prudential reasons, that no dividend would be paid for the 2019 fiscal year. The Annual General Meeting approved the Board's new proposal, which means that the net profit for the year of SEK 183,027,784 will be transferred in its entirety to a new bill, which thus amounts to SEK 1,377,338,259.
Contrary to the Board's proposal to increase the Board's fees by a total of SEK 50,000, the Meeting resolved on unchanged fees to the Board and committees. Fees are thus paid with SEK 1,750,000, of which SEK 600,000 to the Chairman of the Board and SEK 250,000 to other members. No remuneration is paid to the CEO. 100,000 are paid to the Audit Committee and SEK 50,000 to the Remuneration Committee, to be distributed by the Board. Auditor's fees shall be paid in accordance with an approved charge for work performed.
Election of the Board of Directors and auditors
Johnny Alvarsson, Louise Nicolin, Peter Augustsson, Mats R Karlsson and Anders Birgersson were re-elected to the Board. Jessica Malmsten had declined re-election. Anna Stålenbring was elected as a new Board Member according to the nomination committee's proposal. Johnny Alvarsson was elected Chairman of the Board. Öhrlings PricewaterhouseCoopers AB was elected as auditor with authorised public accountant Johan Malmqvist as auditor in charge.
Guidelines and other terms of employment for senior officers
The Annual General Meeting resolved to accept the proposed guidelines for remuneration and other terms of employment for senior officers. The guidelines primarily entail that market-related salaries and terms of employment shall be applicable for Group Management. In addition to a fixed annual salary, Group Management may also receive variable remuneration that is limited and based on the Group’s financial performance compared with established goals. In addition, long-term variable remuneration in the form of shares and/or share-based instruments in VBG Group AB can be paid out through participation in long-term incentive programs decided by the General Meeting.
The Annual General Meeting authorized, the Board to resolve on one or more occasions up until the next Annual General Meeting, 2021, that repurchased shares can be transferred, notwithstanding the shareholders’ pre-emption rights, and that non-cash payment can be made for such transferred shares. This authorization enables the Board to sell the Company’s own shares as payment for acquired companies.
The Annual General Meeting decided that Göran Bengtsson, Herman Krefting Foundation for Allergy and Asthma Research continues as Chairman of the Nominating Committee. Göran Bengtsson together with Johnny Alvarsson, Chairman of the Board of VBG Group AB, Johan Lannebo, Lannebo fonder and Per Trygg, SEB form the Nomination Committee for the Annual General Meeting 2021.
Vänersborg the 28th of April 2020
VBG Group AB (publ)