VNV Global

The Annual General Meeting in VNV Global AB (publ) (the “Company”) was held on Wednesday, 15 May 2024, 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 2023 up to and including the 31 December 2023 as well as the balance sheet and the consolidated balance sheet as of the 31 December 2023. 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. Tom Dinkelspiel, Josh Blachman, Per Brilioth, Kelly Merryman Hoogstraten and Keith Richman were re-elected as directors and Therese Angel was elected as new director. Tom Dinkelspiel was appointed Chairman of the Board. All elections were made for the period until the end of the Annual General Meeting 2025. Furthermore, it was resolved that the total Board remuneration shall be USD 500,000 (500,000), of which USD 120,000 (120,000) 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 (524,000). It was further resolved that the investment committee should consist of the entire Board.

-    The Annual General Meeting re-elected the registered audit company Öhrlings PricewaterhouseCoopers AB as the Company’s auditors for the period until the end of the Annual General Meeting 2025.

-    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 Board of Directors’ proposal on guidelines for remuneration to members of the management team and the Board of Directors.

-    The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to amend the Articles of Association entailing that the provisions regarding shares of Class C 2019, Class C 2020 and Class C 2021 are removed, due to the fact that all shares of such share classes have been redeemed.

-    The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to introduce a long-term incentive programme, which included a resolution to adopt the new LTIP 2024, a resolution to amend the Articles of Association and a resolution to issue not more than 1,300,000 Class C 2024 shares to the participants in LTIP 2024.

-      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 shares, with or without deviation from the 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 10 per cent of the total number of shares in the Company.