Fasadgruppen

At the annual general meeting in Fasadgruppen today on 13 May 2025, it was resolved on, among other things, re‑election of Tomas Ståhl, Gunilla Öhman, Christina Lindbäck, Mats Karlsson and Magnus Meyer as board members as well as election of Mikael Karlsson (chair) and Mikael Matts as new board members, implementation of a long-term incentive programme based on warrants as well as authorisations for the board of directors to resolve on issuances of shares as well as acquisitions and transfers of treasury shares.

Adoption of income statements and balance sheets as well as approval of remuneration report and new guidelines for remuneration
The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2024. The annual general meeting also approved the remuneration report for the financial year 2024. The annual general meeting resolved that no dividend shall be paid for the financial year 2024 and that the funds at the disposal of the general meeting shall be carried forward.

Resolution on discharge from liability, election of the board of directors and determination of fees for the board of directors
The annual general meeting resolved to grant discharge from liability for all board members and the CEO for the financial year 2024.

Tomas Ståhl, Gunilla Öhman, Christina Lindbäck, Mats Karlsson and Magnus Meyer were re-elected as board members for the period until the close of the next annual general meeting. Mikael Karlsson was elected as new chair of the board and Mikael Matts was elected as new board member for the period until the close of the next annual general meeting.

The annual general meeting resolved that the fees to the board members shall amount to SEK 550,000 to the chairman of the board of directors and SEK 270,000 to each of the other board members who have been elected by the annual general meeting, SEK 85,000 to the chairman of the board of directors’ audit and SEK 32,000 to each of the other members of the board of directors’ audit committee as well as SEK 52,000 to the chairman of the board of directors’ remuneration committee and SEK 25,000 to each of the other members of the board of directors’ remuneration committee.

Election of auditor and determination of fees to the auditor
The annual general meeting re-elected Deloitte AB as the company’s auditor for the period until the close of the next annual general meeting. The fees to the auditor shall be paid in accordance with approved invoice.

Resolution on implementation of a long-term incentive programme consisting of warrants
The annual general meeting resolved to implement a long-term incentive programme under which the company offers employees within the group to acquire warrants in the company. The resolution includes a directed issue of a maximum of 545,000 warrants to the company with subsequent transfers to the participants of the incentive programme. Each warrant entitles the holder to subscribe for one new share in the company (provided that no re-calculation is made pursuant to the complete terms and conditions for the warrants) during the period from and including 1 June 2028 up to and including 30 June 2028. The subscription price for each new share shall be equal to an amount corresponding to 125 per cent of the volume-weighted average price for the company’s share on Nasdaq Stockholm during the period from and including 19 May 2025 up to and including 23 May 2025.

Resolution on authorisations for the board of directors to resolve on issuances of shares as well as acquisitions and transfers of treasury shares
The annual general meeting resolved to authorise the board of directors to resolve on issuances of shares as well as acquisitions and transfers of treasury shares. The number of shares issued pursuant to the authorisation to issue new shares shall not exceed 20 per cent of the total number of shares in the company as of the date of the meeting’s resolution. Acquisitions pursuant to the authorisation to acquire treasury shares may be made of so many shares that the company’s holding of treasury shares, following the acquisition, amounts to a maximum of ten per cent of all shares in the company. Transfers pursuant to the authorisation to transfer treasury shares may be made of the number of treasury shares held by the company at the time of the board of directors’ resolution to transfer shares. Issuances, acquisitions and transfers may be made with deviation from the shareholders’ preferential rights in accordance with the terms and conditions of the respective authorisation.

Minutes of the meeting with complete resolutions
The minutes from the annual general meeting will be available at the company and on the company’s website, www.fasadgruppen.se