Viva Wine
NOTICE OF ANNUAL GENERAL MEETING IN VIVA WINE GROUP AB
The shareholders of Viva Wine Group AB, reg. no. 559178-4953, (the "Company") are hereby invited to the annual general meeting on Friday 22 May 2026 at 10:00 CET at Hotel Birger Jarl at Tulegatan 8, 113 53 in Stockholm. The doors to the meeting will open at 09:30 CET.
Right to attend and notification
Shareholders who wish to attend the annual general meeting must:
i. on the record date, which is Wednesday 13 May 2026, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than Monday 18 May 2026. The notification shall be in writing to Baker & McKenzie Advokatbyrå, Attn: Filippa Kronsporre, Box 180, 101 23 Stockholm (kindly mark the envelope "Viva AGM"), or via e-mail to filippa.kronsporre@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than Wednesday 13 May 2026 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Monday 18 May 2026 will be taken into account when preparing the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on 18 May 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. A proxy form will be available on the Company's website, www.vivagroup.se, and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of voting register
- Approval of the agenda
- Election of one or two persons to certify the minutes
- Determination of whether the general meeting was duly convened
- Presentation of the annual report and the auditor's report and the consolidated financial statements for the group
- Resolutions regarding:
- adoption of income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- allocation of the Company's profit or loss according to the adopted balance sheet
- discharge from liability for board members and the managing director
- Determination of fees for the board of directors and the auditors
- Election of the board of directors and audit firm
- Resolution regarding authorization for the board to resolve on issuances
- Resolution regarding authorization for the board to resolve on repurchase and transfer of own shares
- Resolution on a long-term incentive program, issuance of warrants, and transfer of shares and/or warrants
- Resolution regarding guidelines for remuneration to senior executives
- Presentation and adoption of the board of directors' remuneration report
- Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chairman of the meeting
The nomination committee proposes that Carl Bohman, L.L.M., at Baker McKenzie Advokatbyrå, or anyone he appoints in his stead, is appointed as chairman of the general meeting.
Item 7.b: Resolution regarding the allocation of the Company’s profit or loss in accordance with the adopted balance sheet
The board of directors proposes a dividend to the shareholders of SEK 1.60 per share (SEK 1.55 previous year), to be distributed in two instalments. At the first instalment, SEK 0.80 per share will be paid, with the record date being Tuesday, 26 May 2026. At the second instalment, SEK 0.80 per share will be paid, with 25 November 2026 as the record date.
Provided that the general meeting resolves in accordance with the proposal, the dividend is expected to be made by Euroclear Sweden AB on 29 May 2026 and 30 November 2026, respectively.
The board of directors further proposes that the general meeting resolves that any shares that may be issued pursuant to the authorization under item 10 shall entitle the holder to dividends from the date on which such shares are entered into the share register maintained by Euroclear Sweden AB. Upon maximum utilisation of the authorization, resulting in the issuance of up to 22,407,971 shares, an amount for additional shares of maximum SEK 17,926,376.80 may be distributed.
Item 8: Determination of fees for the board of directors and the auditors
The nomination committee proposes that the remuneration is to be SEK 2,193,000 in total, excluding remuneration for committee work (SEK 2,150,000 excluding remuneration for committee work previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:
- SEK 357,000 (SEK 350,000 previous year) for each of the non-employed directors and SEK 765,000 (SEK 750,000 previous year) to the chairman provided that the chairman is not an employee. John Wistedt is an employee of the Company and therefore receives no board remuneration.
It is further proposed that the remuneration for committee work shall be paid to the board of directors and the members of the established committees in the following amounts:
- SEK 153,000 (SEK 150,000 previous year) to the chairman and SEK 82,000 (SEK 80,000 previous year) to the other members of the audit committee.
It is proposed that the auditor shall be entitled to a fee in accordance with approved invoice.
Item 9: Election of the board of directors and audit firm
The nomination committee proposes that the board shall consist of six directors. It is further proposed that the number of auditors shall be one registered accounting firm.
The nomination committee proposes re-election of the current directors Anders Moberg, Anne Thorstvedt Sjöberg, John Wistedt, Lars Ljungälv, Joanna Hummel and Marie Nygren. It is further proposed that Anders Moberg is re-elected as chairman of the board.
Election of audit firm
The nomination committee further proposes the re-election of the registered public accounting firm Ernst & Young Aktiebolag as the Company’s auditor for the period until the end of the next annual general meeting. Ernst & Young Aktiebolag has informed that the authorised public accountant Andreas Nyberg Selvring will continue as auditor in charge.
Item 10: Resolution regarding authorization for the board to resolve on issuances
The board of directors of the Company proposes that the annual general meeting of the shareholders resolves to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 20 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the annual general meeting, to be paid in cash, through set-off or in kind.
The primary purpose of the authorization is for the board of directors to be able to resolve to issue new shares, without preferential rights, in order to raise new capital which will increase the Company's flexibility or in connection with acquisitions or as payment for additional considerations in regard to already finalized acquisitions.
Issuance of new shares, convertibles or warrants, pursuant of the authorization, shall be carried out in accordance with customary terms and conditions under prevailing market conditions. The allocation of shares may, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's quota value.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Swedish Companies Registration Office.
Item 11: Resolution regarding authorization for the board to resolve on repurchase and transfer of own shares
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors until the next annual general meeting to, on one or more occasions, resolve to repurchase so many shares in the Company that the Company's holding does not at any time exceed 10 percent of all the shares in the Company. The shares shall be repurchased (i) on Nasdaq Stockholm and may only be made at a price within the range of the highest purchase price and the lowest selling price at any given time, or (ii) through a public offer to all shareholders, whereby the purchase shall be made at a price that, at the time of the resolution, corresponds to at least the current quoted share price and a maximum of 150 percent of the current quoted share price. Payment for the repurchased shares shall be made in cash.
The board of directors further proposes that the annual general meeting resolves to authorize the board of directors until the next annual general meeting to, on one or more occasions, with or without preferential rights for the shareholders, resolve to transfer own shares. The number of shares transferred may not exceed the total number of shares held by the Company at the time of the board's resolution on the transfer. Transfers may be made on (i) Nasdaq Stockholm and may only be made at a price within the range of the highest purchase price and the lowest selling price at any given time, or (ii) outside Nasdaq Stockholm in connection with acquisitions of companies, operations or assets, whereby the purchase price shall be set so that the transfer is made at market terms. Payment for transferred shares may be made in cash, through in-kind payment or through set-off against claims against the Company.
The purpose of the above authorizations is to give the board of directors greater scope to act and the opportunity to adapt and improve the Company's capital structure and thereby create further shareholder value, and to enable the Company to make payments with its own shares in a time-efficient manner in connection with any acquisitions of companies, businesses or assets. The purpose of the authorization is also to be able to use the proceeds from the divestment of own shares in connection with, for example, investments in the Company’s own ongoing or future projects and any acquisitions of companies that the Company may undertake.
The board of directors shall have the right to resolve on other terms for repurchases and transfers of own shares in accordance with its authorization. The board of directors also has the right to authorize the chairman of the board, the managing director, or the person appointed by the board to make such minor adjustments that may be necessary in connection with the execution of the board's resolution to repurchase and transfer shares.
The board of directors' reasoned statement in accordance with Ch. 19 § 22 of the Swedish Companies Act on the rationale of the authorization to acquire own shares is available at the Company’s website.
Item 12: Resolution on a long-term incentive program, issuance of warrants, and transfer of shares and/or warrants
The Board proposes that the annual general meeting resolves on (A) a long-term share program (“LTI 2026”), (B) issuance of warrants of series 2026:1, and (C) transfer of warrants of series 2026:1, in accordance with the below.
Background, motives, and summary
The Board believes that it is in the Company's and shareholders' interest that certain key individuals in the Viva Wine Group maintain a significant interest in the Company's development by being offered participation in a new incentive program. The motives for the proposal are to contribute to the ability to retain and attract qualified personnel and to increase motivation for employees and other key individuals in the Company by becoming involved and working to create long-term value creation and increased shareholder return during the period covered by LTI 2026.
Given the conditions, the size of the allocation, and other circumstances, the Board believes that LTI 2026, as outlined below, is reasonable and beneficial for the Company and its shareholders.
The proposed program has a three-year performance period. Participation in the program is proposed to be offered to a maximum of 26 employees and other key individuals in Viva Wine Group. The participant receives Performance Share Rights free of charge, which upon vesting entitles them to receive a warrant free of charge. This warrant entitles them to subscribe for new shares in the Company at a price corresponding to the nominal value of the shares at the time the shares are subscribed (currently SEK 0.0083). A condition for the Performance Share Rights to be earned is, among other things, that the applicable performance goals regarding Viva Wine Group's total return during the performance period are achieved. The Board intends to propose similar incentive programs annually.
A. The Board’s proposal for the implementation of LTI 2026
The Board proposes that the annual general meeting resolves to implement LTI 2026 mainly in accordance with the following conditions:
LTI 2026 can be offered to a maximum of 26 participants, whereof 2 participants in category 1 (members of group management), and 24 participants in category 2. Category 2 comprises participants holding leading positions within the group, key personnel, and senior advisors/consultants.
The highest number of Performance Share Rights allocated to each participant depends on the category. The specific number of Performance Share Rights that can be allocated to participants in LTI 2026 is shown in the table below. For the Performance Share Rights to entitle the allocation of warrants, the participant's employment or engagement within Viva Wine Group must not be terminated, with certain exceptions for customary "good leaver" situations.
| Category | Max. No. of Participants | No. of Performance Share Rights (Max p.p) |
| 1 | 2 | 67,500 Performance Share Rights |
| 2 | 24 | 33,750 Performance Share Rights |
| Total | 26 |
The maximum total number of Performance Share Rights per category shall amount to 135,000 for Category 1 and 517,500 for Category 2.
Registration to participate in LTI 2026 must be received by the Company no later than June 23, 2026. The allocation of warrants to participants will take place as soon as the number of earned Performance Share Rights is determined, i.e., at the earliest 10 trading days following the annual general meeting in 2029.
The Board may, in extraordinary circumstances (such as, but not limited to, situations where registration is not possible or appropriate in light of the Market Abuse Regulation[1]), have the right to extend the notification period, however, no later than July 23, 2026. If this occurs, the earning period and other time indications in LTI 2026 will be postponed accordingly.
Vesting of Performance Share Rights
Performance Share Rights vest from the day of allocation until the day that falls three years later (”Vesting Period”). Vesting of Performance Share Rights requires that the participant's employment with the Company has not ended or been terminated, with certain exceptions for customary "good leaver" situations. If a participant's employment ends on "good leaver" grounds during the performance period, the right to receive allocation of Performance Share Rights will be proportionally reduced in relation to the remaining time of the Vesting Period.
The number of Performance Share Rights awarded is also dependent on the achievement of a target regarding Viva Wine Group's total return ("Performance Target").
Performance Target
Full vesting of Performance Share Rights requires that Viva Wine Group's total return amounts to an average of at least 17.5 percent per year during the Vesting Period. The minimum level for vesting requires that Viva Wine Group's total return amounts to an average of at least 7.5 percent per year during the Vesting Period. For performance between the minimum level and the maximum level, the vesting of Performance Share Rights is linear between zero (0) and one hundred (100) percent. The entry value for total return shall be the volume-weighted average price for Viva Wine Group's share during a period of 10 trading days following the annual general meeting in 2026, and the settlement price shall be the volume-weighted average price for Viva Wine Group's share during a period of 10 trading days following the annual general meeting in 2029.
Vested Performance Share Rights will be exercised at the earliest three years after the start of the program
Vesting accelerates, under certain conditions, if a merger is carried out in which the Company merges into another Company or in the event of a public takeover offer relating to all shares in the Company in which more than 2/3 of the shares in the Company are acquired by the bidder, including shares acquired by the bidder or a person closely related to the bidder, outside, but in connection with, the offer.
Vesting requires that the participant is still employed in the Company and that the employee has not terminated the employment on the day when vesting occurs.
Participants can exercise allocated and vested Performance Share Rights from allocation until July 24, 2029. The Board may, in individual cases, decide to extend the utilization period if the holder, due to applicable regulations (for example, but not limited to, the Market Abuse Regulation[2]), cannot exercise Performance Share Rights during the original utilization period, but no longer than until August 24, 2029.
Each vested and allocated Performance Share Right entitles the participant to receive a warrant of series 2026:1 free of charge, which entitles them to subscribe for a share in Viva Wine Group at a price corresponding to the nominal value of the share at the time the shares are subscribed for (currently SEK 0.0083). The number of shares in Viva Wine Group that each warrant of series 2026:1 entitles to subscribe may be subject to recalculation due to a bonus issue, split, rights issue, and similar measures, whereby the recalculation conditions in the complete warrant terms (see section B below) shall apply.
The maximum amount that a participant can receive per Performance Share Right is limited to 300 percent of the volume-weighted average price for Viva Wine Group's share during a period of 10 trading days following the annual general meeting in 2026. If the value of the number of shares in the Company that each Performance Share Right entitles to, at the time of allocation, exceeds the maximum amount, the number of shares that each Performance Share Right entitles to will be reduced accordingly.
For employees residing outside Sweden, participation is subject to such participation being permitted under applicable laws and to the board determining, in its discretion, that participation can take place without unreasonable administrative or financial burden.
The conditions for participation in LTI 2026 shall be regulated in separate agreements with each individual participant. The Board shall be responsible for the design and management of LTI 2026 within the framework of the above-mentioned main conditions.
B. The Board’s proposal for the issuance of warrants of series 2026:1
To enable the Company's delivery of warrants, and indirectly shares, under LTI 2026, the Board proposes that the Annual General Meeting resolves on the issuance of a maximum of 857,516 warrants of series 2026:1, of which 652,500 are intended to secure deliveries of warrants, and indirectly shares, to participants and 205,016 are intended to cover social security contribution costs. The right to subscribe shall, with deviation from the shareholders' preferential rights, accrue to the Company. The reasons for the deviation from the shareholders' preferential rights are to enable the delivery of warrants and indirectly shares in the Company to participants in LTI 2026 and cover social security contribution costs for LTI 2026. The warrants shall be issued free of charge. Each warrant shall entitle the subscription of one (1) share in the Company during the period from the day of registration of the issuance resolution with the Swedish Companies Registration Office until December 31, 2029. The subscription price per share shall correspond to the nominal value of the share at the time the shares are subscribed for. Subscription of the warrants shall take place within four (4) weeks from the day of the Annual General Meeting. The Board has the right to extend the subscription period. Over-subscription is not allowed.
If all warrants are subscribed for, the share capital will increase by SEK 7,145.96. The shares that have been added due to subscription with the support of the warrants shall entitle to dividend for the first time on the record date for dividend that occurs closest after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register with Euroclear Sweden AB.
Other conditions for the warrants are stated in the complete terms for the warrants. The terms include, among other things, customary recalculation principles.
C. The Board’s proposal for the approval of the transfer of warrants of series 2026:1
The Board proposes that the annual general meeting resolves to transfer a maximum of 857 516 warrants of series 2026:1 free of charge to participants or otherwise to third parties, to deliver shares to participants in accordance with the conditions in LTI 2026 in connection with the exercise of earned Performance Share Rights in accordance with LTI 2026 and the conditions stated in section A or otherwise dispose of the warrants to secure Viva Wine Group's commitments and costs due to LTI 2026. The Board shall not have the right to dispose of the warrants for any other purpose than to secure Viva Wine Group's commitments and costs due to LTI 2026.
Previous incentive programs in Viva Wine Group
The Company currently has one outstanding incentive program (LTI 2025), which was adopted at the annual general meeting held on 23 May 2025. Further details on the incentive program can be found on www.vivagroup.se.
Dilution Effect
The Board's proposal for the resolution on the issuance of warrants of series 2026:1 entails a dilution effect corresponding to a maximum of approximately 0.95 percent of the shares and votes in the Company if the proposed warrants are fully subscribed for, including securing costs for LTI 2026. The dilution effect is calculated as the ratio between the additional shares that the warrants will be subscribed for and the number of current shares and the additional shares that the warrants will be subscribed for. Remaining warrants shall be cancelled and will thus not cause any dilution for the shareholders.
Estimated costs for LTI 2026
The Board's assessment is that LTI 2026 will incur costs mainly related to administration, accounting salary costs, and social security contributions.
The costs for LTI 2026, which are reported over the income statement, are calculated according to the accounting standard IFRS 2 and are spread over the program term. The calculation has been carried out based on the following assumptions: (i) the maximum number of Performance Share Rights are granted to participants, (ii) an annual staff turnover of zero (0) percent during the term, (iii) that the maximum number of Performance Share Rights are vested during the program term, and (iv) that the share price at the participants' allocation of warrants of series 2026:1 amounts to SEK 64.2.
The total estimated costs for the program according to IFRS 2 amount to approximately SEK 6.4 million excluding social security contributions. The costs for social security contributions are estimated to amount to approximately SEK 13.2 million, based on the above assumptions, and assuming an annual share price increase of 26 percent during the program term and a tax rate for social security contributions of 31.42 percent.
The estimated average annual costs of SEK 6.5 million, including social security contributions, correspond to approximately 1.88 percent of Viva Wine Group's total personnel costs for the financial year 2025.
All calculations above are preliminary and are only intended to provide an illustration of the costs that LTI 2026 may incur. Actual costs may therefore differ from what is stated above.
Effects on key figures
The group's equity as of December 31, 2025, amounted to SEK 1,780.9 million. The estimated costs for the program of SEK 19.6 million in accordance with the above (under the assumptions stated) correspond to approximately 1.10 percent of the equity.
Preparation of the proposal
The proposal has been prepared by the Board together with external advisors. No employee who may be covered by LTI 2026 has participated in the design of the conditions thereof.
Item 13: Resolution regarding guidelines for remuneration to senior executives
Upon recommendation of the remuneration committee, the board of directors of the Company proposes that the annual general meeting resolves to adopt the following guidelines for remuneration to senior executives, to apply until further notice.
General
The guidelines shall apply to remuneration that may be agreed upon or to changes in already agreed remuneration after the guidelines have been adopted by the annual general meeting. The guidelines do not apply to remuneration that has been resolved by the general meeting and any remuneration in the form of shares, warrants, convertibles or other share-related instruments such as synthetic options or employee stock options which require specific approval by the general meeting.
These guidelines apply to the CEO and executive management, and others who might become part of the group management. All other remuneration to members of the board other than board fees shall also be covered by these guidelines. Reference to senior executives shall therefore be considered to include all other remuneration to members of the board except fees to the board of directors. Regarding employment conditions that are governed by rules other than Swedish, appropriate adjustments may be made in order to comply with such mandatory rules or established local practice, whereby the general objectives of these guidelines shall, to the extent possible, be met.
The guidelines promotion of the Company's business strategy, long-term interest and sustainability
Successful implementation of the Company’s business strategy and the fostering of the Company’s long-term interests, including its sustainability, require that the Company is able, through competitive remuneration on market terms, to recruit, incentivize and retain skilled employees. The total remuneration package must therefore be on market terms and competitive on the employee’s field of profession, and must be related to the employee’s responsibilities, powers and performance. The remuneration may comprise fixed salary, variable remuneration, other benefits, and pension.
The forms of remuneration etc.
Remuneration may consist of fixed cash salary, possible variable cash compensation, other customary benefits and pension. The total annual cash remuneration, including pension benefits, must be market-based and competitive in the employment market and in the work area in which the employee is situated, taking into account the individual's qualifications and experience and that outstanding achievements are to be reflected in the total remuneration. Fixed cash salary and variable cash remuneration shall be related to the executive's responsibility and authority. The fixed cash salary shall be revised annually.
If a member of the board of directors performs work on behalf of the Company, in addition to the work of the board, consultancy fees and other remuneration for such work may be payable after special resolution by the board of directors, after preparation of the remuneration committee. Such compensation shall be constructed in accordance with these guidelines.
Variable remuneration
Variable remuneration shall be based on results relative to established short-term (one year) financial targets, or targets which contribute thereto. Remuneration shall be aimed at promoting the Company’s business strategy and long-term interests, including its sustainability. Furthermore, variable remuneration shall be paid as cash remuneration and shall not be included in the basis for pension computation. The short-term element shall not exceed 100 per cent of annual fixed salary without the board’s specific approval.
Short-term performance targets shall include an EBIT target component and can include targets for sustainability, organic growth, individual targets or a combination thereof.
Termination of employment
Upon termination of employment, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay may not, in total, exceed an amount corresponding to the fixed cash salary for one year. In the event of termination by the senior executive, the period of notice may not exceed six months.
In addition, compensation for any commitment to restrict competition may be paid. Such remuneration shall compensate for any loss of income and shall only be paid to the extent that the former executive has no right to severance pay. Compensation shall amount to a maximum of 60 percent of the monthly income at the time of termination and shall be payable during the period subject to the restriction of competition, which shall not exceed 24 months after termination of employment.
Pension and other benefits
Pension benefits shall be contribution-defined, and the annual premium shall not exceed 30 per cent of the fixed annual salary. The retirement age shall normally be 67. Other, lesser benefits may include: life insurance, health insurance, car benefit and fitness allowance.
Remuneration Committee & decision-making process
The Remuneration Committee shall review and prepare terms and conditions for the CEO’s employment agreement, which shall thereafter be approved by the board of directors.
Matters regarding fixed cash salary and potential variable cash salary to the CEO and other senior executives are prepared by the remuneration committee and resolved by the board of directors and, where applicable, by the CEO.
The remuneration committee shall monitor and evaluate ongoing, and during the year concluded, programs for variable remuneration for the senior executives, the application of the guidelines for remuneration as well as the current remuneration structures and remuneration levels within the Company. The members of the remuneration committee meet the independency requirements stipulated in the Swedish Corporate Governance Code. The CEO and the other senior executives do not participate in the board of directors' or the remuneration committee’s preparations of and resolutions regarding remuneration-related matters to the extent they are affected by such matters.
The duties of the Remuneration Committee shall also include preparing board decisions regarding proposals for guidelines for remuneration to senior executives, performing oversight as well as monitoring and assessing the application thereof.
The board shall prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the annual general meeting. The guidelines shall remain in force until new guidelines have been adopted by the general meeting.
The board shall in accordance with chapter 8 sections 53 a and 53 b of the Swedish Companies Act prepare a remuneration report, which shall be presented at the annual general meeting for approval.
Application of, and deviations from, the guidelines
The board may decide to temporarily deviate from the guidelines, wholly or in part, if there are special reasons for doing so in an individual case and the deviation is necessary to satisfy the Company’s long-term interests. The duties of the Remuneration Committee include preparing board decisions on remuneration issues, including decisions regarding deviations from the guidelines. With respect to employment relationships governed by rules other than Swedish rules, appropriate adjustments shall take place with respect to pension benefits and other benefits to ensure compliance with such rules or local practice, whereupon the overarching purpose of these guidelines shall be attained as far as possible.
The guidelines shall not take precedence over mandatory terms of employment law legislation or collective agreements. Nor shall they apply to already executed agreements.
Item 14: Presentation and adoption of the board of directors' remuneration report
The board of directors proposes that the annual general meeting approves the remuneration report for the financial year 2025.
Majority requirements
A resolution in accordance with item 10 and item 11 is valid only where supported by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Resolution in accordance with item 12 is valid where supported by shareholders representing at least nine-tenths of both the shares voted for and of the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 89,631,884. The Company holds no own shares.
Other
Copies of accounts, auditor statement and proxy form are available at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least three weeks in advance of the meeting. The nomination committee’s complete proposal regarding election of directors and auditor including the statement on the nomination committee’s proposal regarding the board of directors are available as from today. All documents are available at the Company's premises on Tulegatan 4, 113 53 in Stockholm and at the Company's website www.vivagroup.se in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
[1] Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
[2] Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
* * * * *
Stockholm in April 2026
Viva Wine Group AB
The board of directors
For more information, please contact:
Linn Gäfvert, CFO/Deputy CEO Viva Wine Group
Mobile: + 46 730 86 89 90
Email: linn.gafvert@vivagroup.se
| Datum | 2026-04-21, kl 09:17 |
| Källa | MFN |