HANZA AB (publ), listed on Nasdaq Stockholm, held its annual general meeting today, May 12, 2026, at which, among others, the resolutions listed below were made.

• At the annual general meeting, the parent company’s and the group’s income statement and balance sheet for the financial year of 2025 were adopted. Further, the general meeting resolved on allocation of the company’s profit in accordance with the board’s proposal, entailing that a dividend in the amount of SEK 1.50 per share, in total MSEK 94 be paid. The record date for the dividend shall be Friday May 15, 2026. The sellers of BMK, who own a total of 17 million shares, have an obligation under the acquisition agreement to repay dividends in HANZA for 2025 to the company in the form of a shareholder contribution. This brings the net dividend to MSEK 69.
  
• The board and the CEO were granted discharge from liability with respect to the financial year 2025.
  
• The general meeting resolved to approve the remuneration report.
  
• In accordance with the nomination committee's proposal, Francesco Franzé, Helene Richmond and Lars-Ola Lundkvist were re-elected and Georg Weber and Alva Åqvist were elected as board members. Francesco Franzé was re-elected as chairman of the board.
  
• The authorized auditing firm Ernst & Young AB was re-elected as the company’s auditor. Ernst & Young AB intends to appoint the authorized public accountant Linn Haslum Lindgren as auditor in charge.
  
• The general meeting resolved that a remuneration of SEK 600,000 per annum be paid to the chairman of the board, and SEK 300,000 per annum to other board members. Further, remuneration shall be payable for work in the audit committee, where SEK 110,000 shall be payable to the chairman and SEK 55,000 to each of the other members of the committee. An additional remuneration shall be payable for work in the remuneration committee, where SEK 50,000 shall be payable to the chairman and SEK 25,000 to each of the other members of the committee.
  
• The general meeting decided on principles for the appointment of the nomination committee in preparation for the annual general meeting 2027 and guidelines for the work of the nomination committee as proposed.

• In accordance with the board’s proposal, the general meeting resolved to authorize the board, on one or more occasions until the next annual general meeting, to make a decision to increase the company’s share capital by issuing shares, warrants and/or convertibles to a maximum of SEK 630,000, which corresponds to approximately 10 percent of the current share capital.
  
• The general meeting resolved, in accordance with the board’s proposal, to authorize the board to resolve on acquisitions of the company's own shares. Acquisitions of own shares may,  among other things,  be made for the purpose of adapting the group's capital structure and enabling acquisitions of companies or businesses to be made through payment with own shares.
  
• The general meeting resolved, in accordance with the board’s proposal, to authorize the board to resolve on transfers of the company's own shares. Transfers of own shares may, among other things, be made for the purpose of adapting the group's capital structure, enabling acquisitions of companies or businesses to be made through payment with own shares, and financing social security contributions and other costs in connection with the company's share-based incentive programs.
  
• It was noted that the board of directors had withdrawn its proposal to implement a long-term share savings program for senior executives and key employees within the group (LTIP 2026), on the grounds that the proposal was not expected to obtain the requisite majority of the votes cast as certain major shareholders were not represented at the annual general meeting as a result of not having registered their voting rights and was accordingly not put to a vote. The board of directors is, however, of the view that the proposal has the support of the company's major shareholders and may submit a proposal for a long-term incentive program at a subsequent general meeting.

For more information about the resolutions, please refer to the documents related to the annual general meeting available on the company's website.