VNV Global

The Annual General Meeting in VNV AB (publ) (the “Company”) was held on Thursday, May 4, 2023, at 10:00 CEST at Advokatfirman Vinge, Smålandsgatan 20, Stockholm, Sweden.
 
At the Annual General Meeting, the shareholders considered the below items.
 

• The Annual General Meeting resolved to adopt the profit and loss statement and the consolidated profit and loss statement from the period from the 1 January 2022 up to and including the 31 December 2022 as well as the balance sheet and the consolidated balance sheet as of the 31 December 2022. In accordance with the proposal by the Board of Directors, it was resolved that no dividend is paid to the shareholders and that the Company’s results are brought forward.
  
  

• The Annual General Meeting resolved that the members of the Board of Directors shall be six, without deputies. Josh Blachman, Per Brilioth, Ylva Lindquist and Keith Richman were re-elected as directors and Tom Dinkelspiel as well as Kelly Merryman was elected as new directors. Tom Dinkelspiel was appointed Chairman of the Board. All elections were made for the period until the end of the Annual General Meeting 2024. Furthermore, it was resolved that the total Board remuneration shall be USD 500,000 (480,000), of which USD 120,000 (195,000) shall be allocated to the chairman of the Board of Directors and USD 95,000 (95,000) to each of the other Board members elected by the General Meeting who are not employed by the Company. It was further resolved that an additional remuneration of USD 24,000 (24,000) for committee work, of which USD 6,000 (6,000) is to be paid to each of two members of the audit committee and USD 6,000 (6,000) to each of two members of the remuneration committee. Which gives a total compensation amount for Board and committee work of USD 524,000 (504,000). It was further resolved that the investment committee should consist of the entire Board.
  
  

• The Annual General Meeting re-elected the registered audit company PricewaterhouseCoopers AB as the Company’s auditors for the period until the end of the Annual General Meeting 2024.
  
  

• The Annual General Meeting resolved in accordance with the Nomination Committee’s proposal on principles for appointment of a Nomination Committee.
  
  

• The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to approve the remuneration report as put forward.
  
  

• The Annual General Meeting resolved in accordance with the Board of Director’s proposal to amend the Articles of Association to enable the Board of Director’s to decide on advance voting and collection of proxies before general meetings and to allow the presence of non-shareholders at general meetings. Furthermore, it was resolved to amend the Articles of Association to enable the Company to decide on preferential rights issues that only comprises the same class of shares.
  
  

• The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to reduce the share capital with retirement of repurchased own shares and increase of the share capital through a bonus issue.
  
  

• The Annual General Meeting resolved in accordance with the Board of Director’s proposal to introduce a long-term incentive programme, which included a resolution to adopt the new LTIP 2023, a resolution to amend the Articles of Association and resolution to issue not more than 1,710,000 Class C 2023 shares and no more than 1,710,000 Serie D 2023 shares, to the participants in LTIP 2023.
  
  

• The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to authorize the Board of Directors to, until the end of the next Annual General Meeting, at one or several occasions, resolve on the issue of new ordinary shares, with or without deviation from the ordinary shareholders’ preferential rights.
  
  

• The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to authorize the Board of Directors to resolve to repurchase, on one or several occasions until the next Annual General Meeting, as many own ordinary shares as may be purchased without the Company’s holding at any time exceeding 20 per cent of the total number of shares in the Company.