Bulletin from Bilia’s Annual General Meeting 2021

Bilia AB's AGM took place on Tuesday, 27 April 2021. Due to the ongoing pandemic the AGM was held without physical presence by the shareholders exercising their voting rights only by postal voting.

Adoption of the profit and loss statements and balance sheets

The profit and loss statements and the balance sheets of the parent company and the Group for the financial year 2020 were approved.

Appropriation of the profit

The AGM resolved in favour of a dividend of SEK 6 per share. The dividend amount will be divided into two payments of SEK 3 each with record dates Thursday, 29 April 2021 and Wednesday, 27 October 2021. Dividends are expected to be paid out on Tuesday, 4 May 2021 and on Monday,1 November 2021.

Discharge from liability

The AGM discharged the board members and the CEO from liability for the financial year 2020.

Board of Directors

The AGM resolved that the Board of Directors shall consist of nine ordinary board members without deputy members. Ingrid Jonasson Blank, Gunnar Blomkvist, Anna Engebretsen, Eva Eriksson, Mats Holgerson, Jan Pettersson, Nicklas Paulson, Mats Qviberg and Jon Risfelt were re-elected as members of the Board of Directors. Mats Qviberg was re-elected as Chairman of the Board with Jan Pettersson as deputy Chairman.

Board fees

The AGM resolved as follows: SEK 400,000 each to the Chairman of the Board and
to the deputy Chairman, SEK 250,000 each to the other members of the Board, SEK 120,000 to the Chairman of the Audit Committee, SEK 60,000 each to the other members of the Audit Committee, SEK 25,000 to the Chairman of the Compensation Committee, SEK 10,000 each to the other members of the Compensation Committee, SEK 50,000 to the Chairman of the Property Committee and SEK 25,000 to the member of the Property Committee.

Election of the Auditor

The AGM resolved to elect the auditing company PricewaterhouseCoopers AB as new auditor in the company for the period until the end of the AGM 2022 with the authorised public accountant Fredrik Göransson as the auditor in charge.

The Board’s remuneration report

The AGM approved the Board's remuneration report.

Articles of Association

The AGM resolved to amend the Articles of Association in accordance with the proposal from the Board of Directors. The amendments mean that the Swedish term “firma” is replaced by “company name” (no amendment in the English version), introduction of the possibility for the Board of Directors to decide to collect proxies before the general meeting and to decide that the shareholders shall be able to exercise their voting rights by post before the general meeting, and that class of share B is abolished.

Long-term incentive programme

The AGM resolved to establish a long-term incentive programme in the form of a share savings plan (the “Programme”). The Programme is aimed at a total of about sixty key persons in the Bilia Group. In order to participate in the Programme, the participant must have made a private investment by acquiring shares in Bilia AB (publ) (“Savings Shares”) equivalent to a maximum of between 7 and 14 per cent of the participant’s gross basic salary and at least SEK 25,000.

For each Savings Share held within the framework of the Programme, the participant can receive at most three “Performance Shares” free of charge from Bilia if the goal established by the Board of Directors regarding total yield on Bilia’s shares and increased earnings per share is met. In order to be allotted Performance Shares, the participant must retain his/her original Savings Shares from the start of the Programme up until 31 March 2024 and must still be employed by the Bilia Group at this point in time. The maximum number of Performance Shares allotted within the framework of the Programme is 150,000.

The AGM further resolved that the company shall be entitled to transfer no more than 150,000 own shares which Bilia has previously acquired to the participants in order to guarantee the delivery of Performance Shares within the framework of the Programme.

The AGM further resolved to authorise the Board of Directors to approve, during the period up to the 2022 Annual General Meeting, the transfer of no more than 50,000 own shares on Nasdaq Stockholm at a price per share that lies within the quoted price range at any given time in order to cover social security contributions for the Programme.

Authorisation for the Board to decide on the acquisition and transfer of own shares

The AGM approved the Board’s proposal regarding authorisation for the Board to decide upon acquisition and transfer of own shares.

Gothenburg, April 27, 2021

Bilia AB (publ)

For information please contact:
Per Avander, Managing Director and CEO, +46 (0)10-497 70 00, per.avander@bilia.se
Kristina Franzén, CFO, +46 (0)10-497 73 40, kristina.franzen@bilia.se

Facts about the Bilia Group

Bilia is one of Europe’s largest car dealers with a leading position within service and sales of cars and transport vehicles. Bilia has about 140 facilities in Sweden, Norway, Germany, Luxembourg and Belgium. Bilia sells cars of the brand Volvo, BMW, Toyota, Renault, Lexus, MINI, Dacia, Alpine and transport vehicles of the brand Renault, Toyota and Dacia.

Bilia offers new and used cars, e-commerce, spare parts and store sales, service and repair workshops, tyres and car glass and financing, insurance, car washes, fuel stations and car dismantling under the same roof, which gives a unique customer offer.

Bilia reported a turnover of about SEK 30 Bn in 2020 and had about 4,700 employees.

Attachment

• Bulletin from Bilia's Annual General Meeting 2021