Bifogade filer
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Tjänster |
| Industri | Teknik-konsult |
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The Annual General Meeting resolved to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet.
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, that no dividend shall be paid for the 2025 financial year and that available funds shall be carried forward.
The Annual General Meeting granted discharge from liability to the members of the Board of Directors and the CEO.
Jan Bardell, Anders Bergdahl, Benjamin Eisert, Julia Pyke, Adam Rodman, and Caroline Talsma were re-elected as ordinary members.
Jan Bardell was elected Chairman of the Board.
The Annual General Meeting resolved to increase the fees paid to the Board: SEK 725,000 to the Chairman and SEK 259,000 to the other members. The Annual General Meeting resolved to increase the fees for the Audit Committee to SEK 80,000 for the chair of the Audit Committee and SEK 60,000 for each of the Audit Committee members. It was resolved to increase the fees for the Strategy & M&A Committee to SEK 80,000 for the chair and SEK 60,000 for each of the committee members. It was also decided that fees for the Remuneration Committee would be SEK 80,000 for the chair and SEK 60,000 for each of the committee's other members.
The registered audit firm KPMG AB was re-elected as auditor, with Hök Olav Forsberg as auditor-in-charge, for the period until the end of the 2027 Annual General Meeting.
Jan Barchan (Briban Invest AB), Adam Rodman (Segra Capital Management LLC), Daniel S. Aegerter (Armada Investment AG), and Jan Bardell (Chairman of the Board) were appointed to the Nomination Committee for the 2027 Annual General Meeting. The Annual General Meeting adopted new instructions and principles for the composition of the Nomination Committee.
The Annual General Meeting approved the Board of Directors' remuneration report prepared in accordance with the Swedish Companies Act and adopted the Board's proposal regarding guidelines for remuneration to senior management.
For the purpose of implementing performance-based share programs for key employees and certain board members, and thereby introducing six new classes of shares, Class E1 2026, Class E2 2026, Class E3 2026, Class E4 2026, Class E5 2026, and Class E6 2026 ("Hurdle Shares"), the Annual General Meeting resolved to adopt new Articles of Association.
It was resolved to introduce a long-term performance-based share program for the CEO, the executive management and other key employees in the Studsvik Group, totaling a maximum of approximately 80 individuals ("LTIP 2026/2029"). Participants in LTIP 2026/2029 must have invested in Studsvik through the acquisition of Hurdle Shares. Hurdle Shares shall be transferred at fair market value at the time of transfer, which shall be determined by an independent valuation institute using the Black & Scholes valuation model based on market conditions at the time of transfer. Studsvik subsidizes the investment through a cash payment equivalent to 70 percent of the acquisition cost for participants in the Leadership category and 200 percent for participants in the Key experts and Future leadership categories. The outcome of the program is linked to share price performance, and Hurdle Shares may be converted into ordinary shares only to the extent that relevant thresholds are met at the measurement date in 2029, in accordance with the terms and conditions of the Hurdle Shares.
Participation is primarily contingent upon continued employment within the Group and continued holding of Hurdle Shares through the publication of the interim report for the first quarter of 2029. The last day for allocation under the program is December 31, 2026, and a total of up to 246,000 Hurdle Shares may be allocated. Upon maximum allocation, the dilution amounts to 2.91 percent of the number of shares and 0.30 percent of the votes, and upon maximum conversion to common shares, the dilution amounts to 1.96 percent of the number of shares and 1.96 percent of the votes.
To ensure the delivery of Hurdle Shares within the framework of LTIP 2026/2029, it was resolved to authorize the Board of Directors to decide on a directed new issue of a maximum of 246,000 Hurdle Shares, divided into 41,000 shares in each series from E1 2026 to E6 2026, the repurchase of such issued shares, and the transfer of such shares to participants in the LTIP 2026/2029.
The Annual General Meeting also resolved to introduce a long-term performance-based share program for Board members Julia Pyke and Anders Bergdahl ("Board LTIP 2026/2029"). To be eligible to participate in the Board LTIP 2026/2029, participants must have made a private investment by acquiring Hurdle Shares at market value, determined by an independent valuation institute using the Black & Scholes model. The outcome is linked to share price performance, and the Hurdle Shares may be converted into ordinary shares only to the extent that relevant thresholds are met at the measurement date in 2029, in accordance with the terms and conditions of the Hurdle Shares.
Participation generally requires that the participant remain a member of the Board of Directors and continue to hold their Hurdle Shares through the publication of the interim report for the first quarter of 2029. The last day for allocation under the program is December 31, 2026. The maximum investment is 5,000 Hurdle Shares per participant, and a total of up to 10,000 Hurdle Shares may be allocated. Upon maximum allocation, the dilution amounts to 0.12 percent of the number of shares and 0.01 percent of the votes, and upon maximum conversion to common shares, the dilution amounts to 0.08 percent of the number of shares and 0.08 percent of the votes.
To ensure the delivery of Hurdle Shares under the Board LTIP 2026/2029, it was resolved to authorize the Board of Directors to decide on a directed new issue of a maximum of 10,000 shares, divided into 1,666 shares each of Class E1 2026 shares and Class E2 2026 shares, as well as 1,667 shares each in Class E3 2026 shares through Class E6 2026 shares, the repurchase of such issued shares, and the transfer of such shares to participants in the Board LTIP 2026/2029.
The Annual General Meeting authorized the Board of Directors to, for the period until the end of the next Annual General Meeting, on one or more occasions resolve on new issues of shares and the issuance of warrants and/or convertibles with or without deviation from shareholders' preferential rights. Payment may be made in cash, by contribution in kind, by set-off, or otherwise subject to conditions. The number of shares that may be issued pursuant to the authorization shall not result in a dilution of more than 10 percent of the total number of outstanding shares in the company immediately prior to the first utilization of the authorization, following full utilization of the proposed authorization.
The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the company's own shares, up to a maximum of 10 percent of the total number of shares in the company. The Board of Directors was also authorized to decide on the transfer of the company's own shares. These authorizations are valid until the next Annual General Meeting.
STUDSVIK AB (publ)
The Board
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For further information, please contact:
Karl Thedéen, CEO of Studsvik AB, +46 (0)155-22 10 00