Resolutions at Volvo Cars’ Annual General Meeting 2026
At the Annual General Meeting (the “AGM”) of Volvo Car AB (publ) on 31 March 2026, the following was resolved. All the proposals of the Board of Directors and Nomination Committee were approved by Volvo Cars’ shareholders.
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 2025.
Allocation of profit
The AGM decided that no dividend should be paid for the financial year of 2025 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 2025.
Election of Board of Directors
Eric Li (Li Shufu), Håkan Samuelsson, Daniel Li (Li Donghui), Diarmuid O’Connell, Jonas Samuelson, Lila Tretikov, Ruby Lu (Rong Lu) and Pieter Nota were re-elected as Board members, and Natalie Knight and Markus Schäfer were elected as new Board members, the latter with effect as of 1 July 2026. Eric Li (Li Shufu) was re-elected as Chairperson of the Board of Directors.
Election of auditor
Deloitte AB was re-elected as the company’s auditor for the period until the close of the AGM 2027.
Board fees and auditor fees
The AGM resolved that remuneration to Board members that are not employed or otherwise remunerated by Volvo Car Group shall be paid in accordance with the following: (i) SEK 1,200,000 to each of the Board members, (ii) SEK 150,000 to each of the members of the People Committee, and SEK 200,000 to the Chairperson of the People Committee, (iii) SEK 325,000 to each of the members of the Audit Committee, and SEK 650,000 to the Chairperson of the Audit Committee, and (iv) SEK 325,000 to each of the members of the Product Strategy and Investment Committee, and SEK 650,000 to the Chairperson of the Product Strategy and Investment Committee. All remunerated Board members elected by the general meeting are also entitled to a company car in accordance with the company’s applicable car policy (corresponding to an average yearly benefit of approximately SEK 130,000 per entitled Board member). In addition, the AGM resolved on compensation for reading time for the employee representatives with in total SEK 345,100, whereof SEK 85,000 to each of the ordinary representatives and SEK 45,050 to each of the deputy representatives. Eric Li (Li Shufu) and Daniel Li (Li Donghui) have abstained from receiving remuneration during the relevant period.
It was resolved that auditor fees shall be paid in accordance with approved invoice.
Resolution on instruction for the Nomination Committee
The AGM resolved, in accordance with the proposal of the Nomination Committee, to adopt an amended Instruction for the Nomination Committee, replacing the instruction adopted in 2021.
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 2025.
Implementation of a Performance Share Plan as well as delivery arrangements
The AGM resolved, in accordance with the Board of Directors’ proposal, on implementation of a Performance Share 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 20,483,689 own shares of series B on Nasdaq Stockholm and on transfer of own shares of series B to the participants in the plan. A maximum of 20,483,689 shares of series B in Volvo Cars may be transferred free of charge to the participants.
The Performance Share Plan shall comprise approximately 220 employees, whereof approximately 144 senior leaders, 50 key individuals, 17 members of the EMTe, and 9 members of the EMT, including the CEO of the Volvo Car 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 & associates during the financial years 2026–2028 (weighted 40%), Volvo Cars’ accumulated free cashflow (weighted 30%), percentage of reduction of CO2 emissions per Volvo car manufactured (weighted 20%) and gender diversity, calculated as the share of females within senior leaders’ population as of 31 December 2028 (weighted 10%).
No dilutive effect in terms of shares issued will occur for existing shareholders due to the plan.
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.
