Fasadgruppen

Adoption of income statements and balance sheets as well as approval of remuneration report
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 2021. The annual general meeting also approved the remuneration report for the financial year 2021.

Dividend
The annual general meeting resolved on a dividend of SEK 1.20 per share and that Monday 16 May 2022 shall be the record date for the dividend. Payment of the dividend is expected to be made on Thursday 19 May 2022.

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 2021.

Tomas Ståhl, Ulrika Dellby, Tomas Georgiadis, Gunilla Öhman and Christina Lindbäck were re-elected as board members for the period until the close of the next annual general meeting. Ulrika Dellby was elected as new chairman of the board 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 500,000 to the chairman of the board of directors and SEK 250,000 each to the other board members who have been elected by the annual general meeting as well as SEK 75,000 to the chairman of the board of directors’ audit 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 a maximum of 80 employees within the group to acquire warrants in the company at market value, which shall be determined in accordance with the Black & Scholes valuation model. The right to acquire warrants shall be granted to the CEO of the company and other members of the senior management as well as to CEOs and project managers in the subsidiaries.

The resolution includes a directed issue of a maximum of 484,000 warrants to the company’s wholly-owned subsidiary Fasadgruppen Norden AB 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 2025 up to and including 30 June 2025. 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 28 April 2022 up to and including 11 May 2022.

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 shall not exceed ten per cent of the total number of shares in the company as of the date of the meeting’s resolution. Acquisitions 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 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.

Resolution on guidelines for remuneration to senior executives
The annual general meeting resolved to adopt new guidelines for remuneration to senior executives in accordance with the board of directors’ proposal.

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.