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 the financial year 2024.
The Annual General Meeting approved the Board’s proposal on a dividend amounting to SEK 8.10 per ordinary share and 30 April 2025 as record day. The dividend is expected to be distributed by Euroclear Sweden AB on 6 May 2025.
Discharge from liability
The members of the Board and the CEO were discharged from liability for the financial year 2024.
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, Fredrik Bergström, Anna Bäck, Karitha Ericson, Charlotta Nilsson, Henrik Rättzén, Therese Hillman and Johan Åkerblom 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.
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 the Chairman of the Board shall be SEK 1,030,000. The remuneration to each of the other Board members shall be SEK 515,000. Remuneration for work in the Board’s committees shall be paid as follows.
- SEK 158,000 to the Chairman and SEK 84,000 to other members of the Risk- and Compliance Committee.
- SEK 105,000 to the Chairman and SEK 63,000 to other members of the Audit Committee.
- SEK 79,000 to the Chairman and SEK 42,000 to other members of the IT Committee.
- SEK 42,000 to the Chairman and SEK 27,000 to other members of the Remuneration Committee.
Auditor
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 2026.
Remuneration report
The Annual General Meeting resolved to approve the remuneration report for the financial year 2024.
Guidelines for remuneration of senior executives
The Annual General Meeting approved the Board’s proposal for remuneration guidelines, which are in all material respects the same as those adopted by the Annual General Meeting in 2021, including a minor adjustment presented by the Board at the meeting. The adjustment was restrictive in nature and entails that to the extent that severance pay constitutes a component of a termination agreement, the value of such pay shall never exceed 12 months’ salary.
Resolution on authorisation for the Board to resolve upon acquisition of own ordinary shares
The Annual General Meeting resolved to authorise the Board to, on one or more occasions until the time of the next Annual General Meeting, resolve on acquisition of no more than such number of the company’s own ordinary shares that the company at any time after the acquisition holds a maximum of 10 percent of all shares in the company.
Resolution on reduction of the share capital through redemption of ordinary shares and increase of the share capital through a bonus issue
The Annual General Meeting resolved to reduce the share capital through redemption of ordinary shares and to increase the share capital through a bonus issue. The share capital shall be reduced by SEK 12,578.015. The reduction of the share capital shall be conducted through the redemption of 2,515,603 own ordinary shares held by the company. The share capital shall be increased by SEK 12,578.015. No new shares shall be issued in connection with the increase of the share capital. The amount by which the share capital is to be increased shall be transferred to the share capital from the company’s unrestricted equity.
Overall, the resolutions mean that neither the company’s restricted equity nor its share capital will decrease.
Resolution on a repurchase and set-off offer regarding warrants, including approval of a conditional offer to repurchase warrants and approval of the Board’s resolution regarding directed issues of ordinary shares
At the Annual General Meeting in Nordnet held on 28 April 2022, it was resolved to issue warrants as part of the establishment of an incentive program for all employees of the Nordnet Group (”LTIP 2022/2025”). In LTIP 2022/2025, a total of 2,527,806 warrants were initially issued and 974,988 were transferred to employees and now comprise, following repurchase and cancellation of certain warrants, 926,013 warrants, which are held by a total of 278 warrant holders at the time of the notice convening the Annual General Meeting.
The Annual General Meeting resolved that, in connection with the two subscription periods for LTIP 2022/2025, the company makes an offer to the warrant holders to transfer all of the warrants to Nordnet at a price corresponding to the market value of the transferred warrants, and where consideration for the warrants shall be paid in the form of newly issued ordinary shares in Nordnet.
By participating in the repurchase offer, which is voluntary, the warrant holders’ need to finance payment of the warrants’ exercise price by, for example, selling shares in Nordnet is reduced, thereby facilitating the exercise of the warrants. For Nordnet, the repurchase offer means that the company will not receive any subscription price for the warrants and that the dilution of the share capital and voting rights in the company for existing shareholders as a result of the exercise of the warrants will be lower than if the warrants are exercised in accordance with the terms for the warrants.
The repurchase transaction will not have any impact on Nordnet’s equity, considering that the repurchase offer is conditional upon the Board finding that conditions exist for the claim for consideration that arises for the participants in connection with the acceptance of the repurchase offer can be used as a set-off payment for the ordinary shares to be issued. Thus, Nordnet will not pay any cash consideration for the warrants (other than for any excess claims for consideration that could not be used for set-off), with the result that available earnings will not be affected.
Warrant holders who do not accept the repurchase offer may, without being affected by the repurchase offer, exercise their warrants to subscribe for ordinary shares during the subscription periods in accordance with the terms and conditions applicable to the warrants.
Through new issue 1, a maximum of 944,533 ordinary shares will be issued, and the share capital will thus, increase by a maximum of SEK 4,722.665 and through new issue 2, a maximum of 944,533 ordinary shares will be issued, and the share capital will thus, increase by a maximum of SEK 4,722.665. The intention is that the ordinary shares will be issued as part of the implementation of a repurchase and set-off offer, which is why the number of ordinary shares finally issued and allocated is intended to be determined on the basis of the number of warrants submitted in the repurchase offer and the market value of the warrants and the company’s share on the last day of the acceptance periods for the repurchase offer.
The subscription prices shall correspond to the market value of the ordinary share (however, never lower than the quota value of the ordinary share), based on the closing price of the Nordnet share on Nasdaq Stockholm on the last day of the acceptance periods for the repurchase offer. The share premium shall be transferred to the unrestricted premium reserve.
The right to subscribe for the new ordinary shares shall, with deviation from the shareholders’ preferential rights, be granted to the warrant holders who have accepted the repurchase offer during the acceptance periods.
The reason for the deviation from the shareholders’ preferential rights, is to implement the repurchase and set-off offer, which is deemed to be beneficial to the company and the warrant holders.
The new ordinary shares shall be entitled to dividends for the first time on the record date for dividends, which occurs closest after the new ordinary shares have been registered with the Swedish Companies Registration Office and included in the share register maintained by Euroclear Sweden AB.
Resolution on the establishment of a long-term incentive program based on C-shares, amendment of the Articles of Association, authorisation for the Board to resolve on new issue of C-shares, authorisation for the Board to resolve on repurchase of C-shares, and resolution on transfer of own C-shares
The Annual General Meeting resolved to establish a long-term incentive program based on C-shares for employees in the Nordnet group (”LTIP 2025”). The purpose of LTIP 2025, and the reasons for the deviation from the shareholders’ preferential rights, is to strengthen the connection between the employees’ work and the created shareholder value. Consequently, an increased alignment of interests is expected to arise between the participants and the shareholders of Nordnet.
LTIP 2025 differs from Nordnet’s previous warrant programs by being based on C-shares instead of warrants. The Board considers that the advantages of C-shares compared to warrants are that the expected dilution effect of the program is lower and that the financing requirement for the holder in the event of a positive outcome in the program is reduced, which is also assessed to be beneficial for all shareholders in Nordnet.
LTIP 2025 comprises a maximum of 2,134,265 newly issued convertible and redeemable C-shares that are transferred to approximately 802 employees of the Nordnet group at market value. Eligible to participate in LTIP 2025 are those employees of the Nordnet group who, at the time of the program’s application period, have not resigned, been dismissed, or whose employment has not otherwise been terminated.
The C-shares will be transferred to the participants at a market-based price. The transfer of the C-shares shall take place as soon as practically possible after the 2025 Annual General Meeting, following receipt of payment. The price per C-shares is SEK 17.30, according to a preliminary valuation. The preliminary valuation is based on a market value of Nordnet’s ordinary shares of SEK 250 and an assumed Hurdle Value (defined below) of SEK 325. Established financial valuation principles have been used for the valuation.
The C-shares entitles the holder to a certain number of ordinary shares in Nordnet conditional upon the closing price of Nordnet’s ordinary share on Nasdaq Stockholm on the trading day following the date of publication of Nordnet’s interim report for the first quarter 2028 (the ”Closing Price”) amounts to at least 130 percent of the closing price of Nordnet’s ordinary share on Nasdaq Stockholm on 9 May 2025 (the ”Hurdle Value”). If this condition is met, the C-shares shall entitle the holder to a number of ordinary shares in Nordnet corresponding to the value of the C-shares based on the Closing Price (which may at most amount to 200 percent of the closing price of Nordnet’s ordinary share on Nasdaq Stockholm on 9 May 2025 (the ”Value Cap”)) but reduced by the Hurdle Value. For this purpose, the Board shall resolve to convert a number of C-shares into ordinary shares in accordance with a certain formula. Conversion of C-shares into ordinary shares shall take place on a ratio of 1:1, i.e., one (1) C-share shall be converted into one (1) ordinary share. Conversion shall be carried out on a pro-rata basis in relation to each C-shareholder’s holding of C-shares at the time of the decision for conversion.
LTIP 2025 comprises a maximum of 2,134,265 newly issued C-shares, which means that the increase in Nordnet’s share capital in the event of full participation will amount to a maximum of SEK 10,671.3257. This corresponds to a maximum dilution of approximately 0.8 percent of the total number of shares and 0.08 percent of the total number of votes in Nordnet. If the condition mentioned above is met, a maximum of 746,993 C-shares may be converted into ordinary shares, which corresponds to a dilution of approximately 0.3 percent of the total number of shares and votes in Nordnet, although subject to any recalculation in accordance with the full terms and conditions for the C-shares in the event of certain corporate actions.
The total cost of the program, assuming full participation, is estimated to amount to approximately SEK 1.8 million, which is allocated over a three-year period.
The Annual General Meeting further resolved to amend the Articles of Association by introducing a new class of convertible and redeemable C-shares.
The Annual General Meeting resolved to authorise the Board to, on one or more occasions until the next Annual General Meeting, increase Nordnet’s share capital by a maximum of SEK 10,778.773279 by issuing a maximum of 2,134,265 C-shares, each with a quota value of approximately SEK 0.00505. The new shares shall, with deviation from shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value.
The Annual General Meeting resolved to authorise the Board to, on one or more occasions until the next Annual General Meeting, resolve to repurchase own C-shares. Repurchases may only be made through a purchase offer directed to all holders of C-shares and shall cover all outstanding C-shares. Acquisitions shall be made at a price corresponding to the quota value of the shares. Payment for the acquired C-shares shall be made in cash. A decision to repurchase own C-shares may only be made provided that Nordnet’s holding of own shares at any given time does not exceed 10 percent of all shares in Nordnet.
The Annual General Meeting resolved to transfer a maximum of 2,134,265 C-shares to the participants in LTIP 2025. The C-shares shall be transferred at market value and otherwise in accordance with the time and terms applicable to LTIP 2025. The reasons for the deviation from shareholders’ preferential rights are that the transfer of C-shares is part of the implementation of LTIP 2025.