Press release from the Annual General Meeting in Vimian Group AB (publ) on 29 April 2025
Vimian held its Annual General Meeting today 29 April 2025. The Annual General Meeting was held by physical presence of shareholders and with the option for shareholders to exercise their voting rights by advance voting (postal voting). The Annual General Meeting in Vimian Group AB (publ) resolved the following:
Approval of income statement and balance sheet for the financial year 2024 and discharge from liability
The Annual General Meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2024, and the Board members and the CEO were discharged from liability for the financial year 2024.
Allocation of profit or loss
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, that the company’s results shall be carried forward and that no dividends shall be paid to the shareholders.
Election of Board members, auditors, fees to the Board of Directors and auditors
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the number of Board members shall be five, equivalent to a net reduction of one board member, without deputy members, and that the company shall have one auditor without deputy auditors.
In accordance with the nomination committee’s proposal, Theodor Bonnier, Gabriel Fitzgerald, Petra Rumpf and Magnus Welander were re-elected, and Pia Marions was newly elected, as Board members for the time until the end of the next Annual General Meeting. Magnus Welander was re-elected as chairman of the Board of Directors. The accounting firm Grant Thornton Sweden AB was re-elected as auditor, and it was noted that the authorised public accountant Carl-Johan Regell will continue to be auditor in charge.
The Annual General Meeting further resolved, in accordance with the nomination committee’s proposal, that the fees to the Board shall be as follows; EUR 75,000 to the chairman of the Board of Directors and EUR 40,000 to each of the other members elected by the Annual General Meeting, with the exception of Gabriel Fitzgerald and Theodor Bonnier who have announced that they refrain from fees, as well as additional EUR 6,000 to the board member residing in Europe but outside the Nordics. For committee-work, the fee to the chairman of the audit committee shall be EUR 13,000 and EUR 7,500 to the other member of the audit committee, EUR 7,500 to each of the chairmen of the People & Sustainability and M&A Committees and EUR 5,000 to the other members of the committees. The Annual General Meeting further resolved that, in accordance with the nomination committee’s proposal, auditor fees shall be paid in accordance with approved invoice.
Principles of appointing the nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, to adopt principles of appointing the nomination committee. In short, the nomination committee shall consist of the chairman of the board and a member appointed by each of the three largest shareholders or group of shareholders, in terms of votes.
Authorisation to issue new shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, on one or several occasions, and with or without pre-emptive rights for shareholders, to resolve on the issue of new shares, comprising a total of not more than 20 per cent of the total number of outstanding shares in the company after the utilization of the authorisation. Such share issue resolution may be made with or without provisions for contribution in kind, set-off or other conditions.
Authorisation to resolve on acquisition and transfer of own shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, for the period up the next Annual General Meeting, to resolve upon acquisition and transfer of shares in the company. The purpose of the proposed authorisation is to enable adapting the capital structure of the company to its capital needs from time to time, flexibility in transactions by means of paying with shares, and flexibility in incentive programs; and thereby contribute to an increased shareholder value. Acquisitions may only be made by a maximum of so many shares that, at any given time, the company’s own holdings do not exceed 10 percent of all shares in the company and may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm.
Adoption of new Articles of Association
It was noted that the Board of Directors had decided to withdraw the proposal, which was conditional upon the adoption of a long-term performance-based share program, following discussions with some of the company’s shareholders, whereby it was determined that the company would not obtain the required majority by a small margin. Thus, no proposal was presented, and no resolution could be adopted.
Adoption of long-term performance share program
It was noted that the Board of Directors had decided to withdraw the proposal following discussions with some of the company’s shareholders, whereby it was determined that the company would not obtain the required majority by a small margin. Thus, no proposal was presented, and no resolution could be adopted.