Dividend

The annual general meeting resolved, in accordance with the board of directors’ proposal, that a dividend of SEK 5.50 is to be paid to the shareholders. The record date for the right to receive dividends was resolved to be the 2 of May 2023. Payment of the dividends by Euroclear Sweden AB is expected to be initiated on the 5 of May 2023.

Determination of the number of ordinary board members and deputy board members

The annual general meeting resolved that the board of directors shall consist of seven ordinary board members and no deputy board members.

Renumeration

The annual general meeting resolved that the remuneration to the board shall amount to a total of SEK 2,305,000 (2,020,000). The remuneration is proposed to be divided as follows: SEK 680,000 (680,000) is awarded to the chairman of the board, and SEK 285,000 (285,000) to each of the other ordinary members of the board. Of the total remuneration, SEK 150,000 (150,000) shall be awarded to the audit committee, and SEK 50,000 (50,000) shall be awarded to the remuneration committee. No remuneration shall be awarded to the CEO.

The renumeration to the auditor shall be paid in accordance with approved invoice.

The board of directors and auditor

The annual general meeting resolved to discharge from liability each of the members of the board and the CEO for the financial year 2022.

Johnny Alvarsson, Peter Augustsson, Louise Nicolin, Mats R Karlsson, Anna Stålenbring, and Anders Birgersson were re-elected as ordinary members of the board and there was a new election of Anders Erkén (CEO). Johnny Alvarsson was re-elected as chairman of the board.

The registered auditing firm EY Sweden AB, with auditor-in-charge Andreas Mast, was elected as auditor for the period until the end of the next annual general meeting.

Authorization

The annual general meeting resolved to authorize the board of directors to, on one or several occasions until the annual general meeting 2024, resolve to transfer the company’s acquired own shares with deviation from the shareholders’ preferential rights and that payment may be made with non-cash consideration. The authorization enables the board to sell the company’s own shares as payment for acquired companies.

Remuneration report

The meeting approved the board's remuneration report and considers that the guidelines for remuneration and other terms of employment for senior executives have been met. The report has been prepared in accordance with the Swedish Companies Act and the Rules on remuneration to senior executives and on incentive programs decided by the Swedish Board of Corporate Governance.

Nomination committee

The main task of the nomination committee is to present proposals to the annual general meeting on behalf of the shareholders for election of a chairman and other members of the board of directors as well as proposals for fees and other remuneration for the board of directors and the auditors’ fees.

This is done in accordance with the principles for appointment of nomination committee and instruction to the nomination committee.

The nomination committee shall consist of the Chairman of the Board and three members appointed by the three shareholders with the largest number of votes at the end of the third quarter and year, respectively.

All resolutions were made in accordance with the proposals available prior to the annual general meeting. The complete proposals are published on the company’s website www.vbggroup.com (in Swedish).

Vänersborg the 27^th of April 2023
VBG Group AB (publ)