Nobina : Invitation to the annual general meeting in Nobina AB (publ)

Press release 2021-04-28

Invitation to the annual general meeting in Nobina AB (publ)

The shareholders of Nobina AB (publ) are hereby notified of the annual general meeting on 31 May 2021.

This is a translation. In case of any discrepancies, the Swedish original shall prevail.

In order to prevent the spread of the virus causing covid-19, the board of directors has decided that the annual general meeting shall be held without physical presence of shareholders, proxies or external parties and that the shareholders shall have the opportunity to vote by mail prior to the general meeting.

Notice of attendance

Shareholders who wish to participate in the annual general meeting must

• be registered in the shareholder register maintained by Euroclear Sweden AB as of 21 May 2021, and
• notify their intention to participate by having submitted a mail vote in accordance with the instructions under the heading "Mail voting" below in such manner that Euroclear Sweden AB has received the mail vote by 28 May 2021, at the latest. Please note that a notification to attend the general meeting can only be done through mail voting.

Shareholders with nominee-registered shares, held via a bank or other nominee, must request that the nominee register such shares in the shareholder's own name in the shareholder register kept by Euroclear Sweden AB in order to participate in the general meeting (voting registration). The nominee must have performed such voting registration with Euroclear Sweden AB by 25 May 2021, at the latest. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee's instructions.

Shareholders can vote by mail at the annual general meeting through proxies with a written and dated power of attorney. In such case, a power of attorney must be attached to the form of mail vote. The period of validity of the power of attorney may not exceed five years from the date of issue, if it is specifically stated in the power of attorney. If no period of validity is stated, the power of attorney is valid for a maximum of one year from the date of issue. Proxy forms are available from the company and on the company's website www.nobina.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.

Mail voting

The board of directors has decided that the shareholders shall have the opportunity to exercise their voting rights by mail voting pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. For mail voting, a special form should be used. The form for mail voting is available on the company's website, www.nobina.com and at the company's headquarters, Armégatan 38, 171 71 Solna.

Nobina AB	Telephone: [phone]	Reg. no. 556576-4569
Armégatan 38	www.nobina.com	Registered office of the Board of Directors:
Box 6071, SE-171 06 Solna, Sweden		Stockholm

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The form for mail voting can be sent by regular mail to Nobina AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm or by e-mail to [e-mail]. Completed forms must be received by Euroclear Sweden AB by 28 May 2021, at the latest. Shareholders who are natural persons can also submit their mail votes electronically through verification with BankID via https://anmalan.vpc.se/euroclearproxy.

Shareholders are not allowed to include special instructions or conditions in the mail vote. If special instructions or conditions are included, such mail vote becomes invalid. Further information and conditions can be found in the form for mail voting and on https://anmalan.vpc.se/euroclearproxy.

Proposed agenda

1. Opening of the meeting
2. Election of chairman for the meeting
3. Election of one or two persons to verify the minutes
4. Preparation and approval of the voting list
5. Approval of agenda
6. Determination of whether the meeting has been duly convened
7. Presentation of the annual accounts and the auditor's report and of the consolidated accounts and the auditor's report on the consolidated accounts
8. Resolution on adoption of the income statement and the balance sheet and of the consolidated income statement and balance sheet
9. Resolution on allocation of the company's results in accordance with the adopted balance sheet and on record date for dividend
10. a.-i.Resolution on discharge from liability for the board of directors and the CEO
11. Presentation of the remuneration report for approval
12. Resolution on the number of board members and auditors
13. Resolution on fees for the board members and the auditor
14. a.-e.Election of board members
15. Election of chairman of the board of directors
16. Election of auditor
17. Resolution on principles for the composition of and instruction for the nomination committee
18. Resolution to
19. 1. implement a performance based share saving scheme,
    2. authorise the board of directors to purchase and sell treasury shares within the scope of Nobina's share saving schemes,
    3. transfer treasury shares to participants in Nobina's share saving schemes, and
    4. enter into an equity swap agreement with a third party
20. Resolution to authorise the board of directors to resolve on an issue of shares or convertibles
21. Resolution to amend the articles of association

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21. Conclusion of the meeting

Election of chairman for the meeting (item 2 of the agenda)

The nomination committee proposes that the chairman of the board of directors Johan Bygge is elected as chairman for the meeting, or in his absence, the person designated by the nomination committee.

Election of one or two persons to verify the minutes (item 3 of the agenda)

The board of directors proposes Peter Lundkvist, representing AP3, or, if he is absent, the person designated by the board of directors, as person to verify the minutes. The assignment also includes verifying the voting list and that the received mail votes are correctly reflected in the minutes.

Preparation and approval of the voting list (item 4 of the agenda)

The voting list that is proposed to be approved is the voting list that Euroclear Sweden AB has prepared, on behalf of the company, based on the shareholders register and received mail votes and which has been verified and approved by the persons elected to verify the minutes.

Resolution on allocation of the company's results in accordance with the adopted balance sheet and on record date for dividend (item 9 of the agenda)

The board of directors proposes that the dividend for the financial year 2020/2021 shall be SEK

3.77 per share. The board of directors proposes that the record date for the dividend shall be 2 June 2021. If the board of directors' proposal is approved, the dividend is expected to be paid through Euroclear Sweden AB on 7 June 2021.

Resolution on discharge from liability for the board of directors and the CEO (item 10 of the agenda)

The auditor recommends that the annual general meeting grants discharge from liability for the financial year.

Resolution on discharge from liability is proposed to be made by separate individual decisions for each board member, the CEO and the vice CEO, as follows.

1. Johan Bygge, board member, chairman from an including 29 May 2020
2. John Allkins, board member
3. Liselott Kilaas, board member
4. Graham Oldroyd, board member
5. Bertil Persson, board member
6. Jan Sjöquist, chairman up until and including 29 May 2020
7. Monica Lingegård, board member up until and including 29 May 2020
8. Magnus Rosén, CEO
9. Jan Bosaeus, vice CEO up until and including 30 March 2020

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Presentation of the remuneration report for approval (item 11 of the agenda)

The board of directors proposes that the annual general meeting approves the board of directors' remuneration report.

Resolution on the number of board members and auditors (item 12 of the agenda)

The nomination committee proposes five ordinary board members to be elected by the general meeting and one registered audit company.

Resolution on fees for the board members and the auditor (item 13 of the agenda)

The nomination committee proposes that remuneration for the members of the board of directors is paid with a total amount of SEK 3,050,000 (2,900,000), which is an increase with approximately five per cent compared to 2020. Last year's remuneration is set out in brackets. The remuneration is proposed to amount to SEK 475,000 (450,000) for each board member and SEK 950,000 (900,000) for the chairman. For work in the board of directors' audit committee, remuneration is proposed with SEK 100,000 (100,000) for the chairman and SEK 50,000 (50,000) for each ordinary member of the committee. Currently, the audit committee is composed of one chairman and two ordinary board members. Remuneration shall not be paid for work in the remuneration committee.

Remuneration for the auditor is proposed to be paid in accordance with invoices approved by the board of directors.

Election of board members (item 14 of the agenda)

The nomination committee proposes that the following persons be elected as board members for the time until the close of the next annual general meeting.

1. Graham Oldroyd (re-election)
2. Liselott Kilaas (re-election)
3. Bertil Persson (re-election)
4. Johan Bygge (re-election)
5. Malin Frenning (new board member)

The nomination committee's reasons for its proposal is included in the nomination committee's report for the annual general meeting 2021 and can be found on www.nobina.com. Further details about the proposed board members can also be found on the webpage.

Election of chairman of the board of directors (item 15 of the agenda)

The nomination committee proposes that Johan Bygge be elected as chairman for the board of directors.

Election of auditor (item 16 of the agenda)

The nomination committee proposes that PricewaterhouseCoopers AB be re-elected as auditor for one year in accordance with the audit committee's recommendation and preference. If elected, PricewaterhouseCoopers AB has informed that the authorised auditor Niklas Renström will be auditor in charge.

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Resolution on principles for the composition of and instruction for the nomination committee (item 17 of the agenda)

Proposal on principles for the composition of the nomination committee

The nomination committee proposes to leave the principles for composition and appointment of the nomination committee unchanged, however that such principles are to be clarified as regards that the chairman of the board of directors shall convene the nomination committee's first meeting.

Proposal on an instruction for the nomination committee

The members of the nomination committee

The members of the nomination committee are to promote the common interests of all shareholders and not to unduly reveal the content and details of the nomination committee's discussions. Each member of the nomination committee is to consider carefully whether there is any conflict of interest or other circumstance that makes membership of the nomination committee inappropriate before accepting the assignment.

Tasks of the nomination committee

Prior to an upcoming general meeting, the nomination committee is to, when applicable, present proposals to the general meeting as regards:

1. Election of the chairman of the general meeting.
2. The number of members of the board of directors to be elected by the general meeting.
3. Election of the chairman and the members of the board of directors.
4. Fees and other remuneration to each of the elected board members and to the members of the board of directors' committees.
5. Election of the auditor/auditors.
6. Remuneration to the auditor/auditors.
7. Principles for the composition of the nomination committee.
8. An instruction for the nomination committee.

Resolution to (item 18 of the agenda):

1. implement a performance based share saving scheme,
2. authorise the board of directors to purchase and sell treasury shares within the scope of Nobina's share saving schemes,
3. transfer treasury shares to participants in Nobina's share saving schemes, and
4. enter into an equity swap agreement with a third party

Background and rationale

Nobina AB (publ) ("Nobina" or the "Company") carries out business in a competitive industry and its continued growth and profitability is (among other things) dependent on Nobina's ability to retain and recruit key employees. Ahead of the annual general meeting 2017, the board of directors of Nobina explored the possibilities to implement a long-term incentive scheme to further incentivise Nobina's key employees, which in turn was deemed to enhance Nobina's ability to retain and recruit key personnel. The board of directors considered it to be of importance that such