Bulletin from the Annual General Meeting in Vitec Software Group AB on April 23, 2024

Today, on April 23, 2024, Vitec Software Group AB (publ) held its Annual General Meeting (AGM) in Aula Nordica in Umeå. The shareholders were given the possibility to, in addition to participate at the AGM venue, also exercise their voting rights through postal voting prior to the AGM, in accordance with the regulations in the company’s articles of association.

The below is a summary of the resolutions passed at the AGM. The minutes from the AGM and complete decision proposals will be available on the company’s website (vitecsoftware.com).

Adoption of financial statements
The AGM adopted the profit and loss statement and the consolidated profit and loss statement for the financial year 2023 as well as the balance sheet and consolidated balance sheet as of 31 December 2023, included in the annual report.

Allocation of result
The AGM resolved, in accordance with the Board of Directors’ proposal to allocation of result included in the annual report, to approve the proposed dividend of SEK 3.00 per share. The dividend will be paid quarterly through partial payments of SEK 0.75 per share, however not more than SEK 121,573,093 in total.

The record dates for the right to receive the quarterly partial payments are 25 June 2024, 25 September 2024, 20 December 2024, and 26 March 2025.

Discharge from liability
The AGM resolved, in accordance with the auditor’s recommendation included in the auditor’s report, to discharge the Board members and the CEO from liability for the management of the company and its affairs during the financial year 2023.

Number of Board members and deputy Board members as well as auditors and deputy auditors
The AGM resolved, in accordance with the Nomination Committee’s proposal, that, for the period until the end of the next AGM, the Board of Directors shall consist of six ordinary members with no deputy members and that one authorized auditing company is elected as auditor.

Remuneration to the Board of Directors and auditor
The AGM resolved, in accordance with the Nomination Committee's proposal, that, for the period until the end of the next AGM, the total remuneration to the Board of Directors shall amount to SEK 1,960,000, whereof SEK 710,000 shall constitute remuneration to the Chairman of the Board of Directors and SEK 250,000 shall constitute remuneration to each of the other five members of the Board of Directors. The AGM resolved, in accordance with the Nomination Committee’s proposal, that, for the period until the end of the next AGM, the remuneration to the company’s auditor shall be paid in accordance with approved invoice.

Board of Directors and Chairman of the Board of Directors
The AGM resolved, in accordance with the Nomination Committee's proposal, to, for the period until the end of the next AGM, re-elect the Board members Lars Stenlund, Anna Valtonen, Birgitta Johansson-Hedberg, Jan Friedman, Kaj Sandart, and Malin Ruijsenaars. Lars Stenlund was re-elected as Chairman of the Board of Directors.

Auditor
The AGM resolved, in accordance with the Nomination Committee’s proposal, to, for the period until the end of the next AGM, elect the authorized audit firm Deloitte AB as new auditor. Deloitte AB has announced that it intends to appoint Richard Peters as auditor in charge.

Remuneration report
The AGM resolved, in accordance with the Board of Directors’ proposal, to approve the Board's remuneration report for the financial year 2023.

Renumeration guidelines
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt new guidelines for renumeration of senior executives.

Instruction for the Nomination Committee
The AGM resolved, in accordance with the Nomination Committee’s proposal, to adopt a new instruction for the Nomination Committee.

Authorization for issuance of new shares
The AGM resolved, in accordance with the Board of Directors’ proposal, to, for the period until the end of the next AGM, authorize the Board to resolve on share issues of a maximum of 2,500,000 class B shares and/or issues of convertible debentures with deviation from the shareholders’ preferential rights.

Long-term share savings plan, long-term performance-based share savings plan, and authorization on acquisition and transfer of class B shares under the program
The AGM resolved, in accordance with the Board of Directors’ proposal, to implement a new plan period for the long-term share savings program for current and future employees in the group and to implement a long-term performance-based share savings plan for the top management in the Vitec group. The AGM further resolved to authorize the Board of Directors to resolve on acquisition and transfer of class B shares under the programs, to authorize the Board of Directors to resolve on transfer of own class B shares to secure payment of social security contributions and occupational pension, and that Vitec shall be able to enter into a share swap agreement with a third party.

About Vitec Software Group
Vitec is a leading provider of Vertical Software and has its origin and headquarters in Umeå, Sweden. Our products are developed to meet specific needs within various niche markets in society. The expertise of our employees, combined with our shared corporate culture and business model, enable continuous improvement and innovation. We grow through the successes of our companies, as well as through acquisitions. Everything we do is based on a long-term perspective. Because we are to rely on – today and tomorrow. Vitec has 1,500 employees, is listed on Nasdaq Stockholm and had net sales of SEK 2,778 million in 2023. Read more at vitecsoftware.com.