Resolutions at Volvo Cars’ Annual General Meeting 2025

At the Annual General Meeting (the “AGM”) of Volvo Car AB (publ) on 3 April 2025, 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 2024.

Allocation of profit
The AGM decided that no dividend should be paid for the financial year of 2024 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 2024.

Election of Board of Directors
Eric Li (Li Shufu), Lone Fønss Schrøder, Daniel Li (Li Donghui), Anna Mossberg, Diarmuid O’Connell, Jonas Samuelson, Lila Tretikov and Ruby Lu were re-elected as Board members, and Håkan Samuelsson was elected as new Board member. Eric Li (Li Shufu) was re-elected as Chairperson of the Board of Directors and Lone Fønss Schrøder was re-elected as vice 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 2026.

Board fees and auditor fees
The AGM resolved that remuneration to Board members that are not employed or otherwise remunerated by Volvo Car Group or the Geely Holding Group shall be paid in accordance with the following: (i) SEK 1,200,000 to each of the Board members other than the vice Chairperson who shall receive SEK 2,840,000, (ii) SEK 145,000 to each of the members of the People Committee, and SEK 185,000 to the Chairperson of the People Committee, (iii) SEK 220,000 to each of the members of the Audit Committee, and SEK 470,000 to the Chairperson of the Audit Committee, and (iv) SEK 220,000 to each of the members of the China 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 120,000 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.

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 2024.

Guidelines for executive remuneration
The AGM resolved to adopt guidelines for executive remuneration in accordance with the Board of Directors’ proposal.

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 14,436,511 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 14,436,511 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 150 senior leaders, 50 key individuals, 12 members of the GMT, and 8 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 & affiliates during the financial years 2025–2027 (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 2027 (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 acquisition of own shares for delivery to participants under the Performance Share Plans adopted in 2023 and 2024 and the Employee Share Matching Plan adopted in 2024
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 39,004,984 own shares of series B on Nasdaq Stockholm, for delivery to participants under the Performance Share Plans adopted in 2023 and 2024 and the Employee Share Matching Plan adopted in 2024.

Volvo Cars’ own series B shares, acquired pursuant to the authorisation, may be transferred to the participants under the plans in accordance with and on the terms as resolved by the respective AGMs in 2023 and 2024.

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.