At the Annual General Meeting (the "AGM") of
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 2023.
Allocation of profit
The AGM decided that no ordinary dividend should be paid for the financial year of 2023 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 2023.
Election of Board of Directors
Election of auditor
Board fees and auditor fees
The AGM resolved that remuneration to Board members that are not employed or otherwise remunerated by
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 2023.
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 29,118,075 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 29,118,075 shares of series B in
The Performance Share Plan shall comprise approximately 220 employees, whereof approximately 213 Vice Presidents and key individuals, approximately 7 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 EBIT excl. income from JV's & affiliates (weighted 40%), compound annual growth rate (CAGR) for group revenue (weighted 25%), percentage of reduction of CO2 emissions per Volvo car manufactured (weighted 25%) and gender diversity, calculated as the share of females within senior leaders population as of
The Employee Share Matching Plan comprises all permanent employees of the
No dilutive effect in terms of shares issued will occur for existing shareholders due to the plans.
Amendment of the terms and conditions of the Performance Share Plans adopted in 2022 and 2023
The AGM resolved, in accordance with the Board of Directors' proposal, to amend the terms and conditions of PSP 2022/2024 and PSP 2023/2025 as adopted by the Annual General Meetings in 2022 and 2023, respectively, with the effect that the PSP Award Value for the CEO shall correspond to 75% of the CEO's gross annual fixed salary in 2022 for PSP 2022/2024, and in 2023 for PSP 2023/2025.
The AGM further resolved, in accordance with the Board of Directors' proposal, to amend the previous resolutions on transfer of own series B shares to the participants, adopted by the Annual General Meetings in 2022 and 2023, so that own series B shares may be transferred to the CEO, free of charge, at the time and on the terms that the CEO is entitled to be allocated shares on the basis of the amended terms and conditions of PSP 2022/2024 and PSP 2023/2025, respectively.
The amendments are not expected to have any significant effect on the estimated costs for the plans as previously disclosed.
Authorisation for the Board of Directors to resolve on acquisition of own shares for delivery to participants under the Performance Share Plans and Employee Share Matching Plans adopted in 2022 and 2023
The AGM resolved, in accordance with the Board of Directors' proposal, to authorise the Board to, on one or several occasions until the next AGM, resolve on acquisition of a maximum of 35,437,818 own shares of series B on Nasdaq Stockholm, for delivery to participants under the Performance Share Plans and Employee Share Matching Plans adopted in 2022 and 2023.
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, 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 and/or subscription warrants and/or convertible bonds, 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, and the reason for any deviation from the shareholders' preferential right, is to increase the financial flexibility of the company to enable the company to finance the operations in a fast and efficient way, acquire companies, businesses or parts thereof and/or to enable a broadening of the ownership of the company.
Distribution of
The AGM resolved, in accordance with the Board of Directors' proposal, to distribute a portion of
As previously communicated, the Board of Directors' intention is to distribute 62.7 percent of
- the record date for the share split and the right to receive redemption shares will be on Friday,
12 April 2024 ; -
trading in redemption shares will take place on Nasdaq Stockholm during the period from and including Monday,
15 April 2024 up to and including Tuesday,30 April 2024 ; and -
the SDRs will be available on the shareholders' securities accounts, nominee accounts or equivalent on or around Monday,
13 May 2024 .
Due to technical reasons, the Polestar shareholding will be distributed in the form of SDRs, which represent the underlying Polestar Class A American Depositary Shares ("ADSs"), listed on Nasdaq New York. Shareholders will therefore, during the period from and including Monday,
For further information please contact:
+46 31-59 65 25
media@volvocars.com
Volvo Cars Investor Relations
+46 31-793 94 00
investors@volvocars.com
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Volvo Cars in 2023
For the full year 2023,
About
Volvo Cars was founded in 1927. Today, it is one of the most well-known and respected car brands in the world with sales to customers in more than 100 countries. Volvo Cars is listed on the Nasdaq Stockholm exchange, where it is traded under the ticker "VOLCAR B".
"For life. To give people the freedom to move in a personal, sustainable and safe way." This purpose is reflected in Volvo Cars' ambition to become a fully electric car maker by 2030 and in its commitment to an ongoing reduction of its carbon footprint, with the ambition to be a climate-neutral company by 2040.
As of
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