Announcement from the Annual General Meeting in Ovzon AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Informationsteknik |
| Industri | Kommunikation |
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The Annual General Meeting 2026 (the "AGM") of Ovzon AB (publ) ("Ovzon" or the "Company") was held today on 23 April 2026 and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in Ovzon and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The AGM resolved that all funds available for the annual general meeting shall be carried forward.
Discharge from liability
The board of directors and the managing director were discharged from liability for the financial year 2025.
Election of the board of directors and auditor and remuneration
The AGM resolved, in accordance with the nomination committee's proposal, that the board of directors shall comprise of six directors with no deputy directors. It was also resolved that the number of auditors shall be one registered audit firm with no deputy auditor.
It was resolved, in accordance with the nomination committee's proposal, that the remuneration is SEK 2,600,000 in total, including remuneration for committee work (SEK 1,881,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:
- SEK 325,000 (SEK 230,000) for each of non-employed director and SEK 650,000 (SEK 485,000) to the chair of the board of directors provided that the chair is not an employee;
- SEK 120,000 (SEK 90,000) to the chair of the audit committee and SEK 60,000 (SEK 40,000) to each of the two other members of the audit committee; and
- SEK 35,000 (SEK 30,000) to the chair of the remuneration committee and SEK 25,000 (SEK 23,000) to each of the two other members of the remuneration committee.
It was further resolved that the auditor shall be entitled to a fee in accordance with approved invoice.
The AGM resolved, in accordance with the nomination committee's proposal, to re-elect the directors Regina Donato Dahlström, Cecilia Driving, Nicklas Paulson and Lars Højgård Hansen. The AGM resolved, in accordance with the nomination committee’s proposal, to elect Christopher Ahlberg och Harri Larsson as directors. Dan Jangblad and Peder Ramel have declined re-election. Regina Donato Dahlström was re-elected as chair of the board.
KPMG AB was re-elected as the Company's auditor. KPMG AB had announced that the authorized auditor Marc Karlsson continues as main responsible auditor.
Resolution regarding guidelines for remuneration to senior executives
The AGM resolved, in accordance with the board of directors' proposal, to adopt guidelines for remuneration to senior executives.
Approval of the board of directors' remuneration report
The AGM resolved to approve the remuneration report for the 2025 fiscal year.
Authorization for the board to resolve on issuances
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the Company at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off.
Implementation of a long-term incentive program
The AGM resolved, in accordance with the board of directors' proposal, to implement a long-term incentive program ("LTIP 2026") in accordance with the terms A and C proposed to the Meeting, i.e., Terms of LTIP 2026 and Hedging of LTIP 2026 via an equity swap agreement with a third party. Term B, in accordance with the board of directors' proposal, regarding Hedging measures regarding LTIP 2026 in the form of newly issued class C shares was not supported by the required majority at the AGM.
Term A – LTIP 2026 is directed towards present and future senior executives and other employees in the Company or its subsidiaries. The participants are based in Sweden and other countries where the Ovzon Group is active. Participation in LTIP 2026 assumes that the participant acquires and locks Ovzon common shares ("Ovzon Shares") into LTIP 2026 ("Savings Shares"). Savings Shares shall be newly acquired Ovzon Shares. For each acquired Savings Share, the participant shall be entitled to, after a certain vesting period, provided continued employment during the entire vesting period (with the exception of so-called "Good Leavers"), and dependent on the fulfilment of certain performance requirements during the term of the program, receive allotment of Ovzon Shares ("Performance Shares"). The performance requirements are linked to the Company’s Earnings per Shares and Total Shareholder Return. The participant shall not pay any consideration for the allotted Performance Shares. Performance Shares are Ovzon Shares.
Term C – means that the Company will hedge itself against the financial exposure that LTIP 2026 is expected to entail, by the Company entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer Ovzon Shares in the Company regarding LTIP 2026.
For detailed terms regarding the resolutions at the AGM as described above, please refer to the notice and the complete proposals which are available on the Company's website, www.ovzon.com.