Announcement from annual general meeting in NCAB Group AB (publ) on 7 May 2026
Summary by AI BETAClose X
NCAB Group AB (publ) (the "Company") held its annual general meeting on 7 May 2026 where mainly the following resolutions were adopted.
At the annual general meeting the presented profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet were adopted. In accordance with the proposal of the board of directors, the meeting resolved that the profit according to the adopted balance sheet for the fiscal year 2025 shall be disposed of in such a way that an amount of SEK 205,668,364 (equivalent to SEK 1.10 per share) is paid to the shareholders. The board of directors and the managing directors were discharged from liability for the fiscal year 2025.
The meeting resolved that remuneration of in total SEK 4,474,000 to be allocated with SEK 795,000 to the chairman of the board and SEK 395,000 to the directors of the board with a major shareholding and SEK 595,000 to other directors of the board. Further, SEK 230,000 shall be allocated to the chairman of the audit committee and SEK 90,000 to each of the members of the audit committee and SEK 33,000 to each of the members (including the chairman) of the remuneration committee. The meeting resolved that remuneration to the auditors shall be paid according to approved account.
The meeting resolved, in accordance with the nomination committee's proposal, to re-elect for the time until the next annual general meeting has been held the directors of the board Christian Salamon, Sara Eccleston, Anders Lindqvist, Hans Ramel, Hans Ståhl, Marlene Forsell and Helen Blomqvist. Christian Salamon was re-elected chairman of the board of directors. Gunilla Rudebjer has declined re-election. The chairman of the board of directors expressed sincere gratitude to Gunilla Rudebjer for her significant contribution to NCAB over the past nine years. The auditing firm Öhrlings PriceWaterhouseCoopers AB was re-elected as the Company's auditor and has notified the Company that Linda Andersson will be appointed as auditor in charge.
The meeting resolved, in accordance with the proposal of the board of directors, to authorise the board of directors to, until the next annual general meeting, with or without deviation from the shareholders' preferential rights, on one or several occasions resolve to issue new shares. The increase of the share capital may – where it entails a deviation from the shareholders' preferential rights – correspond to a dilution of a maximum of 10 percent of the share capital at the time of the first use of the authorization. Payment shall be made in cash, by set-off or with capital contributed in kind (Sw. apport). The authorization shall primarily be used for the purpose of acquisitions or financing.
Further, the meeting resolved in accordance with the proposal of the board of directors on authorization for the board of directors during the period until the next annual general meeting on one or more occasions, to decide on the acquisition of own shares in the Company. Acquisitions will be made over Nasdaq Stockholm of not more than so many shares that the Company in total holds at maximum 10 per cent of the total number of shares in the Company at any given time. The purpose of the authorization to acquire own shares is to provide the board of directors with an instrument to continuously adapt and improve the Company's capital structure during the year, thereby creating additional value for shareholders.
The meeting resolved to implement a long-term incentive program ("LTIP 2026/2029") in accordance with the proposal of the board of directors. Participation in LTIP 2026/2029 presupposes that the participants with their own funds have acquired shares in the Company ("Investment Shares") at market price. Participants may in total acquire 220,000 Investment Shares. The duration of the program is three years. If the Investment Shares are retained until 7 May 2029 ("Savings Period") and the participant remains employed in the group throughout the Savings Period, then each Investment Share entitles the holder to acquire (i) up to 4 shares in the Company ("Performance Shares") and (ii) up to 0.5 shares in the Company ("Retention Shares") at a price corresponding to 50 percent of the volume-weighted average price of completed transactions in the Company's shares during the period from and including 12 May 2026 up to and including 25 May 2026 on Nasdaq Stockholm. In order to ensure delivery of shares under the program the meeting also resolved, in accordance with the proposal of the board of directors, on a directed issue of warrants, approval of the Company’s transfer of warrants to key employees, authorisation for the board of directors to resolve on the acquisition of treasury shares, and transfer of treasury shares.
Within the framework of the ongoing incentive program LTIP 2025/2028, the meeting resolved, in accordance with the board of director's proposal, on a directed issue of warrants, approval of the Company's transfer of warrants to key employees, and resolution on transfer of treasury shares.
The meeting approved the board’s proposal regarding remuneration report.
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