Nordnet

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 2023.

The Annual General Meeting approved the Board's proposal on a dividend amounting to SEK 7.20 per share and 2 May 2024 as record day. The dividend is expected to be distributed by Euroclear Sweden AB on 7 May 2024.

Discharge from liability

The members of the Board and the CEO were discharged from liability for the financial year 2023.

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 and Henrik Rättzén were re-elected as ordinary board members and new election of Therese Hillman and Johan Åkerblom  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 each of the Chairman of the Board and other Board members shall be SEK 472,500 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

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 2025.

Remuneration report

The Annual General Meeting resolved to approve the remuneration report for the financial year 2023.

Warrant plan

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 of TO 2024/2027 Series I shall entitle to subscription of one (1) share in Nordnet at an exercise price of 120 per cent of the closing price for the Nordnet share on Nasdaq Stockholm on 17 May 2024. Each warrant of TO 2024/2027 Series II shall entitle the holder to subscribe for one (1) share in Nordnet at a subscription price of 120 per cent of the closing price of Nordnet's share on Nasdaq Stockholm on 1 November 2024. The warrants of TO 2024/2027 Series I may be exercised to subscribe for shares in Nordnet in accordance with the terms and conditions for the warrants (see Appendix 1 which is available on Nordnet's website) 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 2027, but not earlier than 13 April 2027 and not later than 7 June 2027, and

(ii)  a two-week period from and including the day following the publication of the company's half-yearly report for the period 1 January - 30 June 2027, but not earlier than 17 August 2027 and not later than 31 August 2027.

The warrants of TO 2024/2027 Series II may be exercised to subscribe for shares in Nordnet in accordance with the terms and conditions for the warrants (see Appendix 2 which is available on Nordnet's website) 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 - 30 September 2027, but not earlier than 15 October 2027 and not later than 8 December 2027, and

(ii)  a two-week period from and including the day following the publication of the company's year-end report for the period 1 January - 31 December 2027, but not earlier than 14 January 2028 and not later than 10 March 2028.

The company will issue a maximum of 2,515,340 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 12,576,70. 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 2,515,340 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 Series I SEK 17.77 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 190, which corresponds to the closing price of the Nordnet share on 17 May 2024, and an assumed exercise price of SEK 228 per share. The market value of TO 2024/2027 Series II will be calculated in connection with the transfer date as set forth above. 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 2,515,340.

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 2.0 million.

Complete terms for participation in the warrant plan and additional information are available at the company's website, www.nordnetab.com.