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Corporate Governance

Annual General Meeting 2025

NCC AB’s Annual General Meeting (AGM) was held at Hotel At Six, Brunkebergstorg 6, Stockholm on Wednesday, May 7, 2025 at 3:30 p.m.

Dividend

NCC’s AGM resolved in favor of the Board’s proposal that a dividend of SEK 9.00 per share, and an extra dividend of SEK 2.00 per share, be paid for the 2024 fiscal year, divided between two payment occasions, with the extra dividend being included in the first payment occasion. May 9, 2025 is the record date for the first payment of SEK 6.50 and November 7, 2025 for the second payment of SEK 4.50 per share. Payment is expected to be made on May 14, 2025 and November 12, 2025, respectively.

Income statement and balance sheet, and discharge from liability
The AGM adopted the income statements and balance sheets for 2024 and the Board of Directors and the President were discharged from personal liability.

Remuneration report

The AGM approved the Board of Directors’ remuneration report.

Board fees

It was resolved that Board fees be paid in a total amount of SEK 4,983,500 (2024: 4,815,000), excluding fees for work on committees, distributed so that the Chairman of the Board receives SEK 1,661,300 (2024: SEK 1,605,000) and each other member receives SEK 553,700 (2024: SEK 535,000).

Fees will be paid to the members of the Audit Committee as follows: the Chair of the Committee will receive SEK 180,000 and each other member will receive SEK 130,000. Fees will be paid to the members of the Project Committee as follows: the Chair of the Committee will receive SEK 129,500 and the other member will receive SEK 103,500. It was resolved that fees be paid to the members of the Remuneration and Competence Committee as follows: the Chair of the Committee will receive SEK 103,500 and each other member will receive SEK 51,750.

Board of Directors

The AGM resolved that the Board of Directors will consist of seven regular Board members. In accordance with the Nomination Committee’s proposal, the Meeting re-elected the Board members Alf Göransson, Ida Aall Gram, Simon de Château, Cecilia Fasth, Mats Jönsson, Daniel Kjørberg Siraj and Birgit Nørgaard. Alf Göransson was elected Chairman of the Board. Information on the Board members is available at NCC’s website ncc.com.

Auditor

In accordance with the Audit Committee’s recommendation, the auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) was re-elected auditor of the company, with Patrik Adolfson as Auditor-in-Charge. PwC was elected until the close of the 2026 AGM. The auditors will be remunerated in return for approved invoices.

Nomination Committee

Trond Stabekk (CFO, OBOS), Anna Magnusson (Head of Governance at Första AP-fonden (AP1)) and Mattias Sjödin (fund manager at Carnegie Fonder) were appointed as members of the Nomination Committee for the period up to the close of the next AGM, with Trond Stabekk as Chair.

Guidelines for executive remuneration

The AGM resolved on essentially unchanged guidelines for determining executive remuneration.

Long-term performance-based incentive programs

Furthermore, the AGM resolved on the introduction of a long-term performance-based incentive program (LTI 2025 share savings program) for senior executives and key personnel.

To secure the anticipated financial exposure in respect of the LTI 2025 share savings program, the AGM resolved that NCC shall be permitted to enter into share-swap agreements with a third party on normal market terms, whereby the third party will be able to acquire Series B NCC shares in its own name and transfer them to employees who participate in the LTI 2025 share savings program.

A detailed description of the LTI 2025 share savings program is available in the official notification of the AGM, which can be found on NCC’s website.

The AGM also decided on the transfer of no more than 240,000 own Series B shares for allocation of performance shares to participants of the LTI 2024 share savings program.

A description of the LTI 2024 share savings program is available in NCC’s Annual and Sustainability Report, which can be found on NCC’s website.

Repurchase of own shares

The AGM authorized the Board, on one or several occasions during the period up to the next AGM, to make decisions on the repurchase of the company’s Series B shares up to an amount so that, at the given time following the acquisition, the company holds a maximum of 10 percent of all shares in the company. Purchases of shares are to be made on Nasdaq Stockholm and at a price per share that is within the registered price interval for NCC’s Series B share at that time. The purpose of authorization is to give the Board greater scope to be able to adapt the Company’s capital structure to the capital requirement from time to time and to ensure that Series B shares can be delivered to the participants, and to cover costs, within the framework of the Company’s share savings program.