NOTICE OF ANNUAL GENERAL MEETING 2026 OF SDIPTECH AB (PUBL)
Summary by AI BETAClose X
The shareholders of Sdiptech AB (publ), reg. no. 556672-4893 (the "Company") are hereby convened to the Annual General Meeting at 16:00 on 25 May 2026, at IVA (Royal Swedish Academy of Engineering Sciences), Grev Turegatan 16, 114 46 in Stockholm. Registration starts at 15:30.
The Board has decided, with the support of § 12 of the Company's Articles of Association, that those shareholders who are unable or unwilling to physically participate in the meeting shall be able to submit their votes in advance by so-called postal voting. More information about it below.
General requirements for participation
Shareholders who wish to participate in the meeting, regardless of whether this is done physically or by postal vote, must be entered in the share register kept by Euroclear Sweden AB as of the record date, 15 May 2026.
Shareholders with nominee-registered shares must temporarily have the shares re-registered in their own name as of the record date and contact should be made with the bank / nominee well in advance. The nominee has the opportunity to make such voting rights retroactive, however, no later than 19 May 2026 in order for it to be taken into account when presenting the share register.
Requirements for participation through physical presence in the meeting room
Shareholders who wish to participate in the Annual General Meeting in the meeting room, in person or by proxy, must also register with the Company no later than 19 May 2026.
Registration for the meeting must be made either via a digital form available via the company's website www.sdiptech.se, or by regular mail to Sdiptech AB, Att: Annual General Meeting, Nybrogatan 39, 114 39 Stockholm.
When registering, shareholders must state their name, telephone number during the day and personal or organization number. Shareholders or their representatives have the right to include a maximum of two assistants. The number of assistants must be pre-registered in the same way as the shareholder.
Shareholders represented by proxy must issue a dated and signed power of attorney which should be sent to the Company before the meeting in the manner specified above together with registration certificates for owners who are legal persons, which show that those who signed the power of attorney are competent. The power of attorney may not be older than one year unless it states that it is valid for a longer period, but no longer than five years. Proxy forms are available on the company's website https://www.sdiptech.se
Requirements for participation by postal voting in advance
The shareholder who only refers to postal voting must send in their votes no later than 19 May 2026, through a digital form that is available on the company's website https://www.sdiptech.se. No separate registration is required for those who only wish to vote by mail, since a submitted postal voting form is considered a registration.
Shareholders who vote by postal voting, represented by proxy, must issue a dated and signed power of attorney which is attached to the digital postal voting form together with proof of registration for owners who are legal persons, which shows that those who signed the power of attorney are authorized. The power of attorney may not be older than one year unless it states that it is valid for a longer period, but no longer than five years. Proxy forms are available on the company's website https://www.sdiptech.se
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to approve the minutes of the meeting
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual accounts and the auditors’ report and the consolidated accounts and the auditors’ report on the consolidated accounts
- Presentation by the CEO
- Resolution on:
- adoption of the income statement and the balance sheet and the groups’ income statement and balance sheet;
- allocation of the result of the Company in accordance with the adopted balance sheet;
- discharge of liability for the members of the Board of Directors and the CEO
- Resolution on the number of members of the Board of Directors
- Determination of fees for the members of the Board of Directors and the auditor
- Election of the Board of Directors
- Election of Auditor until the end of the next annual general meeting
- Resolution on the Nomination Committee
- Presentation of the board’s remuneration report for approval
- Resolution on authorization for the Board to issue shares, convertibles and warrants
- Closing of the meeting
Proposals for resolutions
Proposals from the Nomination Committee
Agenda item 2 - Election of chairman of the meeting
Jan Samuelson, Chairman of the board, is proposed to be appointed as chairman of the meeting.
Agenda item 10 - Resolution on the number of members of the Board of Directors
The Board of Directors is proposed to consist of six members with no deputy members.
Agenda item 11 - Determination of fees for the members of the Board of Directors and the auditor
Proposed fees to the Board of Directors until the next annual general meeting of SEK 3,115,000 (previous year 2,995,000), of which 330,000 (320,000) to be paid to each member of the Board of Directors, and SEK 940,000 (910,000) to be paid to the Chairman of the Board.
For the Company’s Audit Committee, a fee of SEK 215,000 (205,000) is proposed to be paid to the chairman and a fee of SEK 75,000 (70,000) to be paid to each member. For the Company’s Investment Committee, a fee of SEK 110,000 (100,000) is proposed to be paid to the chairman and a fee of SEK 55,000 (50,000) to be paid to each member. For the Company’s Remuneration Committee, a fee of SEK 45,000 (40,000) is proposed to be paid to the chairman and a fee of SEK 25,000 (20,000) to be paid to each member.
Auditors’ fees are proposed to be payable in accordance with approved invoice.
Nomination Committee motivation
The Nomination Committee believes that the remuneration levels shall be in line with market conditions to ensure that the company can attract and retain Board members with relevant qualifications. Furthermore, the work effort of the chairman has been evaluated. The Nomination Committee has based its remuneration proposal on an evaluation of Board fees for comparable companies in Sweden.
Agenda item 12 - Election of the Board of Directors
Johnny Alvarsson, Birgitta Henriksson, Joakim Landholm, Jan Samuelson, Jakob Holm and Kristina Schauman are proposed for re-election as board members for the period until the end of the next annual general meeting. Information about the members proposed for re-election can be found on the company's website, www.sdiptech.se.
Jan Samuelson is proposed for re-election as Chairman of the Board.
Nomination Committee motivation
As a basis for its proposal, the Nomination Committee has interviewed all members and the CEO and taken part in previous evaluations of the Board of Directors conducted by an external party. At last year's AGM, a new member was elected, and the evaluation shows a positive outcome. Furthermore, the Nomination Committee has analysed the extent to which the current Board of Directors meets the requirements placed on it, including in terms of relevant experience and competence with regard to the company's operations and future development.
The Nomination Committee has, in accordance with the requirements of the Corporate Governance Code, paid particular attention to issues of diversity, independence and gender balance. In this regard, the Nomination Committee has chosen, as before, to apply Section 4.1 of the Corporate Governance Code as its diversity policy, which stipulates that the composition of the Board of Directors shall be characterised by versatility and breadth in terms of competence, experience and background, as well as that an even gender distribution shall be sought.
The Nomination Committee has made the assessment that the proposed members possess broad and relevant business and management expertise as well as specific experience of acquisition-related and financial issues. With the number of members, six people, the Board is staffed for efficient and value-creating work. All proposed Board members, in addition to Jakob Holm, are deemed to be independent in relation to the Company, its senior executives and its major shareholders.
Agenda item 13 - Election of Auditor until the end of the next annual general meeting
Proposed election of PwC Sweden as auditor of the Company until the end of the next annual general meeting. Should the proposal be adopted, PwC intends to appoint Anna Rosendal as auditor in charge. The nomination committee’s proposal is consistent with the audit committee’s recommendation.
Agenda item 14 - Resolution on the Nomination Committee
The Nomination Committee proposes that the meeting resolves the following principles for appointing the Nomination Committee for the next annual general meeting:
General information about the nomination committee
The Nomination committee's term extends until a new Nomination committee is appointed in accordance with this instruction.
The Nomination Committee's task shall be to present proposals to the next Annual General Meeting regarding the number of Board members, fees (including fees for committee work) to the Chairman of the Board and other members and to the auditor, the composition of the Board of Directors, the Chairman of the Board, the Chairman of the Annual General Meeting, election of auditors and resolutions on instructions for the work of the Nomination Committee.
The Nomination Committee shall take into account that the composition of the Board of Directors shall be appropriate with regard to the company's operations, stage of development and other circumstances, characterised by versatility and breadth in terms of the competence, experience and background of the members elected by the Annual General Meeting. Gender balance must be sought.
The members of the Nomination Committee are subject to a duty of secrecy regarding Sdiptech AB's affairs. This obligation shall, at the Company's request, be confirmed by the members by signing a confidentiality commitment.
No remuneration shall be paid to the members of the Nomination Committee. The company shall be responsible for reasonable costs in order for the Nomination Committee to be able to perform its tasks.
The composition of the nomination committee
The nomination committee shall have three members. The nomination committee is appointed by the Company's chairman of the board contacting the three largest shareholders/owner groups in terms of votes ("Largest Owners") in the Company as of 30 September of the year before the annual general meeting is held, according to the owner information in the share register prepared by Euroclear Sweden AB (or that in another way are proved to be one of the Largest Owners). These three owners have the right to appoint one member each. If one of these waives this right, the next shareholder/owner group in order of voting size must be given the opportunity to appoint a member to the nomination committee. However, more than the ten largest shareholders do not need to be asked. The chairman of the board must be an adjunct member of the nomination committee and be the convener of the nomination committee's meetings.
The CEO, or another person from the company's management, does not have the right to be a member of the nomination committee.
The chairman of the nomination committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder.
The composition of the nomination committee must be announced no later than six months before the annual general meeting.
Changes in the composition of the nomination committee
If a new shareholder exceeds the number of votes earlier than three months before the Annual General Meeting, one of the shareholders who have appointed a member to the Nomination Committee, this shareholder may contact the Chairman of the Nomination Committee and request to appoint a member to the Nomination Committee. If this occurs, a member appointed by the smallest shareholder in terms of voting rights shall leave the Nomination Committee.
If a shareholder who has appointed a member of the Nomination Committee earlier than three months prior to the Annual General Meeting is no longer qualified to appoint such a member, this member shall resign. The Chairman of the Nomination Committee shall then contact the largest shareholder in terms of voting rights who has not previously been offered a seat. If the shareholder does not wish to appoint a member, the matter shall be passed on to the next shareholder in line, as long as such a shareholder is within the framework of the ten largest shareholders in terms of votes.
Shareholders who have appointed a member to the Nomination Committee have the right to dismiss such member and appoint a new member at any time.
Changes in the composition of the Nomination Committee shall be announced as soon as they have occurred.
These instructions for the Nomination Committee shall apply until further notice.
Resolutions from the Board of Directors
Agenda item 9 b) – Resolution on allocation of the result of the Company in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend be paid on ordinary shares of series A or ordinary shares of series B, balancing the remaining profit of SEK 2,252,432,047 in a new account, of which SEK 2,098,583,237 will be transferred to the premium fund and SEK 153,848,810 to retained earnings.
Agenda item 15 – Presentation of the board’s remuneration report for approval
The board of directors proposes that the annual general meeting resolves to approve the board’s remuneration report for 2025.
Agenda item 16 – Resolution on authorization for the Board to issue shares, convertibles and warrants
The board of directors proposes that the annual general meeting resolves to authorize 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 ordinary shares, convertible instruments and/or warrants. Payment may be made in cash and/or with in kind or by way of set-off, or other conditions.
The total increase of the number of ordinary shares, which includes issuance, conversion or subscription for new shares, may – where it entails a deviation from the shareholders' preferential rights – correspond to a dilution of a maximum of 10 percent of the number outstanding ordinary shares at the time when the authorization is first utilized, adjusted for any splits or similar.
The board, or the person appointed by the board, shall have the right to decide on minor changes to the meeting's decision that may be required in connection with registration of the decision with the Swedish Companies Registration Office or due to other formal requirements.
Special majority requirements
For a valid resolution under item 16, the proposal must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Documents
Complete proposals for resolutions, accounting documents, auditor's report and other documents prior to the Annual General Meeting are available at the Company's office at Nybrogatan 39, 114 39 Stockholm and on the Company's website https://www.sdiptech.se no later than 4 May 2026. The documents are sent free of charge to the shareholders who specifically request it and state their postal address.
Number of shares and votes
The total number of shares in the company as of the date of this notice is 37,991,938 shares, divided into 500,000 A shares with ten votes each and 37,491,938 B shares with one vote each. The total number of votes in the company is 42,491,938. As of the date of this notice, the company does not hold any treasury shares.
Information at the meeting
Shareholders are reminded of their right to request information from the board of directors and the CEO at the meeting in accordance with Chapter 7, 32 and 57 §§ of the Swedish Companies Act.
Processing of personal data
A general description of how your personal data is handled prior to the Annual General Meeting can be found on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________
Stockholm April 2026
Sdiptech AB (publ)
Board of Directors
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