Resolutions regarding the adoption of the income statement and the balance sheet and dividend
The Annual General Meeting approved the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet for 2021.
The Annual General Meeting approved the Board’s proposal on a dividend amounting to SEK 5.56 per share and Monday 2 May 2022 as record day. The dividend is expected to be distributed by Euroclear Sweden AB on Thursday 5 May 2022.
Discharge from liability
The members of the Board and the CEO were discharged from liability for the financial year 2021.
Board of Directors
The Annual General Meeting determined, in accordance with the Nomination Committee’s proposal, that the number of ordinary board members would be eight.
Tom Dinkelspiel, Anna Bäck, Karitha Ericson, Christian Frick, Charlotta Nilsson and Per Widerström were re-elected as ordinary board members for the period until the end of the next annual general meeting. Tom Dinkelspiel was re-elected as Chairman of the Board. Gustaf Unger was elected as new ordinary board member for the period until the end of the next Annual General Meeting. Hans Larsson and Jan Dinkelspiel had declined re-election.
The Annual General Meeting noted the Nomination Committee’s intention to seek an additional candidate to the Board.
Remuneration of the Board
The Annual General Meeting resolved on remuneration to board members and members of board committees as follows, for a customary term of office of 12 months.
The remuneration to each of the Chairman of the Board and other Board members shall be SEK 450,000 each. Remuneration for work in the Board’s committees shall be paid as follows.
• SEK 150,000 to the Chairman and SEK 80,000 to other members of the Risk- and Compliance Committee
• SEK 100,000 to the Chairman and SEK 60,000 to other members of the Audit Committee
• SEK 75,000 to the Chairman and SEK 40,000 to other members of the IT Committee
• SEK 40,000 to the Chairman and SEK 25,000 to other members of the Remuneration Committee
The Annual General Meeting determined that the company shall have an accounting firm as auditor and no deputy auditors. The accounting firm Deloitte AB was re-elected as auditor for the period until the end of the annual general meeting 2023.
Instruction for the Nomination Committee
The Annual General Meeting resolved on a revised instruction for the Nomination Committee. The revision consists of additions in the section that addresses the composition of the committee.
Articles of Association
The Annual General Meeting resolved on amendments in the Articles of Association, entailing i.a. that fund operations and management of alternative investment funds are now listed among the types of operations conducted within the group.
The Annual General Meeting resolved to approve the remuneration report for the financial year 2021.
Authorization for the Board to decide on acquisition of own shares
The Annual General Meeting resolved, in accordance with the Board’s proposal, on an authorization for the Board to, on the terms set forth in the Board’s proposal, on one or several occasions until the next Annual General Meeting, decide on acquisition of own shares. The company’s holding of own shares may never, upon any acquisition, exceed ten (10) percent of the total number of shares in the company.
The Annual General Meeting resolved to introduce a warrant plan for all employees in the Nordnet group, including issue and transfer of warrants.
The objective of the warrant plan, and the reason for deviating from the shareholders’ preferential rights, is to strengthen the link between the work of the employees and created shareholder value. By that means, it is considered that there will be an increased alignment of interests between the participants and the company’s shareholders. The Board intends to each year propose similar warrant plans ahead of future annual general meetings.
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be granted to a wholly-owned subsidiary of Nordnet AB (publ), with the right and obligation to transfer the warrants to employees in the Nordnet group to market price. The warrants shall be issued free of charge to the subsidiary.
According to the terms of the warrant plan, the following shall apply. How many warrants an employee is entitled to invest in depends on which category of employees the employee belongs to. Each warrant entitles the holder to subscribe for one (1) share in the company at an exercise price of 120 per cent of the closing price for the company’s share on Nasdaq 2 Stockholm on 6 May 2022.
Subscription may take place during the following subscription periods
(i) a two-week period from and including the day following the publication of the company’s interim report for the period 1 January – 31 March 2025, but not earlier than 14 April 2025 and not later than 5 June 2025, and
(ii) (ii) a two-week period from and including the day following the publication of the company’s halfyearly report for the period 1 January – 30 June 2025, but not earlier than 18 August 2025 and not later than 12 September 2025.
The company will issue a maximum of 2,527,806 warrants within the scope of the warrant plan. If the maximum number of warrants are subscribed for and exercised, the increase of the company’s share capital would amount to SEK 12,639.03. The part of the exercise price upon subscription for shares that exceeds the quota value of the shares shall be added to the free share premium reserve. The maximum number of warrants that may be acquired by the participants of the warrant plan would lead to a maximum of 2,527,806 shares being issued, corresponding to a dilution of approximately 1.00 per cent of the total number of shares and votes in the company after full exercise of all warrants, subject to any recalculation.
The maximum number of warrants is based on a preliminary market value of SEK 15.85 per warrant, calculated by used of Black & Scholes pricing model. The preliminary valuation is based on a market value of the underlying share of SEK 144.05, which corresponds to the closing price of the Nordnet share on 14 March 2022, and an assumed exercise price of SEK 172.86 per share. The final number of warrants will be determined by the market value per warrant at the time of transfer, provided that the total number of warrants that may be issued and transferred may not exceed 2,527,806.
The company’s costs for the warrant plan are, aside from costs to prepare and administrate the incentive plan, limited to costs arising in Norway related to social security contributions (Sw. socialavgifter). Assuming a positive share price development of 100 per cent during the duration of the warrant plan, the costs would not amount to more than SEK approximately 1.4 million.
Complete terms for participation in the warrant plan and additional information are availbale at the company’s website, www.nordnetab.com.