Resolutions at Volvo Cars’ Annual General Meeting 2022

Volvo | May 11, 2022 at 2:00 AM

At the Annual General Meeting (the “AGM”) of Volvo Car AB (publ) on 11 May 2022, the following was resolved.

Adoption of the income statement and the balance sheet

The AGM adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2021.

Allocation of profit

The AGM decided that no dividend should be paid for the financial year of 2021 and that the company’s available funds shall be carried forward to the new accounts.

Discharge from liability

The Board members and the CEO were discharged from liability for their administration of the company for the financial year 2021.

Election of Board of Directors

Eric (Shufu) Li, Lone Fønss Schrøder, Thomas Johnstone, Daniel (Donghui) Li, Diarmuid O’Connell, Jonas Samuelsson, Lila Tretikov and Winfried Vahland were re-elected as Board members. Anna Mossberg and Jim Rowan were elected as new Board members. Eric (Shufu) Li was re-elected as Chairperson of the Board of Directors and Lone Fønss Schrøder was re-elected as vice Chairperson of the Board of Directors.

Election of auditor

Deloitte AB was re-elected as the company’s auditor for the period until the close of the AGM 2023.

Board fees and auditor fees

The AGM resolved that remuneration to Board members that are not employed or otherwise remunerated by Volvo Car Group or the Geely Holding Group shall be paid in accordance with the following: (i) SEK 1,155,000 to each of the Board members other than the vice Chairperson who shall receive SEK 2,730,000, (ii) SEK 131,000 to each of the members of the People Committee, and SEK 168,000 to the Chairperson of the People Committee, and (iii) SEK 189,000 to each of the members of the Audit Committee, and SEK 410,000 to the Chairperson of the Audit Committee. All remunerated Board members elected by the AGM are also entitled to a company car in accordance with the company’s applicable car policy (corresponding to an average yearly benefit of approximately SEK 110,000 per entitled Board member). In addition, the AGM resolved on compensation for reading time for the employee representatives with in total SEK 331,700, whereof SEK 81,700 to each of the ordinary representatives and SEK 43,300 to each of the deputy representatives.

It was resolved that auditor fees shall be paid in accordance with approved invoice.

Remuneration report

The AGM resolved to approve the Board of Directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, regarding the financial year 2021.

Guidelines for executive remuneration

The AGM resolved to approve the guidelines for executive remuneration as proposed by the Board of Directors.

Implementation of Performance Share Plan and Employee Share Matching Plan as well as delivery arrangements

The AGM resolved, in accordance with the Board of Directors’ proposal, on implementation of a Performance Share Plan and an Employee Share Matching Plan as well as delivery arrangements in respect thereof by way of an authorisation for the Board of Directors to resolve on acquisition of a maximum of 17,718,909 own shares of series B on Nasdaq Stockholm and on transfer of own shares of series B to the participants in the plans. A maximum of 17,718,909 shares of series B in Volvo Cars (whereof 9,886,909 performance shares and 7,832,000 matching shares) may be transferred free of charge to the participants.

The Performance Share Plan shall comprise approximately 170 employees, whereof approximately 160 Vice Presidents and key individuals, approximately 10 members of the EMT and the CEO of the group. The Performance Share Plan entails an opportunity to, after a three-year vesting period, receive performance shares free of charge, subject to satisfaction of certain performance conditions. The conditions are related to average operating margin (weighted 40%), average revenue growth (weighted 40%), reduction of CO2 emissions per car sold (weighted 10%) and gender diversity, calculated as the portion of non-male participants in the short term variable pay plan (so called senior leaders, currently approximately 300 persons) as of 31 December 2024 (weighted 10%).

The Employee Share Matching Plan comprises all permanent employees of the Volvo Cars group, other than the participants in the Performance Share Plan. To participate in the Employee Share Matching Plan, the participants must make own investments in shares of series B in Volvo Cars, up to an aggregate value for each participant at the time of the investment of no more than SEK 10,000. The Employee Share Matching Plan entails an opportunity to, after a two-year vesting period, receive one matching share free of charge for each investment share.

No dilutive effect in terms of shares issued will occur for existing shareholders due to the plans.

Authorisation for the Board of Directors to resolve on new issues

The AGM resolved, in accordance with the proposal of the Board of Directors, to authorise the Board to resolve on new issues of shares of series B. The Board of Directors is authorised to, within the scope of the articles of association, on one or several occasions, during the period until the next AGM, resolve on new issues of shares of series B, with or without deviation from the shareholders’ preferential right. The total number of shares that may be issued by virtue of the authorisation may not exceed ten per cent of the total number of shares in Volvo Cars at the time of the Board of Directors’ resolution. The purpose of the authorisation is to enable payment through issuance of shares in connection with potential acquisitions that Volvo Cars may carry out, and to enable capital raises in connection with, and in order to finance, such acquisitions.