Communication from Norion Bank’s Annual General Meeting of 6 May 2025
Norion Bank’s Annual General Meeting was held on 6 May 2025. Summarized below are the most important decisions from the Annual General Meeting.
Adoption of balance sheet and income statement
The Annual General Meeting adopted the balance sheet and income statement for the Parent Company and the Group for the 2024 financial year.
Appropriation of the company’s earnings
The Annual General Meeting resolved that the unappropriated earnings at the disposal of the Annual General Meeting of SEK 7,458,971,505 be appropriated such that SEK 7,458,971,505 be carried forward, meaning that no dividend will be paid.
Board of Directors and auditors
In accordance with the Nomination Committee’s proposal, the Annual General Meeting resolved to re-elect Board members Erik Selin, Ulf Croona, Bengt Edholm, Marie Osberg and Arian Falck Raoof and to newly elect Per Lindblad. Erik Selin was re-elected Chairman of the Board. For a more detailed presentation of the Board members, please refer to www.norionbank.se.
The Annual General Meeting elected Ernst & Young AB as auditor for the period until and including the next Annual General Meeting.
The Annual General Meeting also resolved that a fixed Board fee of SEK 750,000 be paid to the Chairman of the Board and that SEK 380,000 be paid to each of the other Board members, which is an increase in the Board fees compared with the preceding year, and that the auditor’s fee shall be paid in accordance with approved invoicing. The Annual General Meeting also resolved that members of the Credit Committee, in addition to their Board fees, shall receive an additional fee of SEK 150,000 each, and that, in addition to their Board fees, members of the Audit Committee and the Risk and Compliance Committee shall each receive an additional fee of SEK 100,000 for each Committee respectively, representing unchanged levels compared with the preceding year.
Guidelines for remuneration of senior executives and report on remunerations subject to the guidelines on remuneration of senior executives
The Annual General Meeting adopted the following guidelines for the remuneration of senior executives to apply until the 2029 Annual General Meeting at the latest.
In accordance with the proposal by the Board of Directors, the Meeting resolved that remuneration to senior executives should consist of fixed salary, pension and other benefits. To avoid encouraging senior executives to take unsound risks, no form of variable compensation shall be payable. The full guidelines for remuneration to senior executives can be found at www.norionbank.se.
The Annual General Meeting adopted the Remuneration Report required by the guidelines on the remuneration of senior executives prepared by the Board of Directors in accordance with Chapter 8, Section 53a the Swedish Companies Act. The report is available from the Company website, www.norionbank.se.
Authorization for the Board of Directors to decide to issue new shares
The Annual General Meeting resolved to authorize the Board of Directors to decide, on one or more occasions until the next Annual General Meeting and with or without deviation from the preferential rights of existing shareholders, for cash payment, payment in kind or through set-off, to issue shares corresponding to at most 10 percent of the total number of shares in the Company during the period until the next Annual General Meeting.
Authorization of the Board of Directors to determine repurchases and transfers of treasury shares
The Annual General Meeting resolved to authorize the Board, for the period until the next Annual General Meeting, to decide, on one or more occasions, to repurchase shares such that the Company does not hold more than 10 percent of the total number of shares in Norion, on the condition that such acquisitions are approved by the Swedish Financial Supervisory Authority.