NYKÖPING, SE / ACCESS Newswire / March 31, 2026 / Shareholders of CTT Systems AB (publ) ("CTT")(STO:CTT), reg. no. 556430-7741, are hereby given notice to attend the Annual General Meeting on Thursday 7 May 2026 at 5.00 p.m. CEST at the company's office, Brukslagarvägen 5, Nyköping, Sweden. Registration to the Annual General Meeting will commence at 4.30 p.m. CEST.
The board of directors has resolved that shareholders may also exercise their voting right at the Annual General Meeting by postal voting pursuant to the provisions in CTT's articles of association.
RIGHT TO ATTEND AND NOTICE
Shareholders who wish to participate in the Annual General Meeting shall be registered in the share register maintained by Euroclear Sweden AB on Tuesday 28 April 2026, and shall give notice of attendance at the Annual General Meeting to the company no later than Thursday 30 April 2026.
Notice of attendance may be given in writing to the company at the address CTT Systems AB, P.O. Box 1042, SE-611 29, Nyköping, Sweden, by telephone +46 (0) 10-457 32 00 on weekdays between 10.00 a.m. and 4.00 p.m. or by e-mail, ctt@ctt.se. When giving notice, please state your name or company name, personal identification number or company registration number, address, and daytime telephone number. The notice procedure described above also applies to registration for any assistants.
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading "Postal voting " below. Such postal voting does not require any further notice of attendance.
NOMINEE-REGISTERED SHARES
To be entitled to attend the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the company, register such shares in their own names so that the shareholder is recorded in the share register as of 28 April 2026. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. The presentation of the share register as per the record date, Tuesday 28 April 2026, will consider voting rights registrations made no later than Thursday 30 April 2026.
PROXY ETC.
Shareholders who wish to attend the meeting venue in person or through a proxy representative are entitled to bring one or two assistants. Shareholders who wish to bring assistants shall state this in connection with the notice of attendance. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document does not exist, a corresponding document, shall be enclosed. In order to facilitate the registration at the meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to the company at the address stated above no later than 30 April 2026. A proxy form is available on the company's website, www.ctt.se.
POSTAL VOTING
A special form shall be used for postal voting. The form is available on CTT's website, www.ctt.se. The postal voting form is considered as notification to the Annual General Meeting.
The completed and signed voting form must be received by CTT no later than Thursday 30 April 2026. The completed form shall be sent by post to CTT Systems AB, P.O. Box 1042, SE-611 29 Nyköping, Sweden or by e-mail to ctt@ctt.se. If a shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at the company's website, www.ctt.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding authorisation document shall be enclosed with the form. The shareholder may not provide the vote with special instructions or conditions. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.
PROPOSED AGENDA
1. Opening of the meeting.
2. Election of the chairman of the meeting.
3. Drawing up and approval of voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Presentation by the CEO.
8. Presentation of the annual report and the auditor's report.
9. Resolution on
(a) adoption of the income statement and the balance sheet,
(b) disposition of the company's earnings according to the adopted balance sheet, and determination of record day in case of dividend, and
(c) discharge from liability of the directors and the CEO.
10. Presentation of remuneration report for approval.
11. Determination of
(a) the number of directors of the board, and
(b) the number of auditors.
12. Determination of remuneration to the board of directors and to the auditor.
13. Election of directors of the board and chairman of the board.
13.1.1 Election of Anna Carmo e Silva as director (re-election)
13.1.2 Election of Annika Dalsvall as director (re-election)
13.1.3 Election of Per Fyrenius as director (re-election)
13.1.4 Election of Torbjörn Johansson as director (re-election)
13.1.5 Election of Björn Lenander as director (re-election)
13.1.6 Election of Kristina Nilsson as director (re-election)
13.1.7 Election of Tomas Torlöf as director (re-election)
13.2 Election of Tomas Torlöf as chair of the board of directors (re-election)
14. Election of auditor.
15. Resolution on guidelines for remuneration to senior executives.
16. Closing of the meeting.
PROPOSED RESOLUTIONS
Prior to the Annual General Meeting 2026, the nomination committee has consisted of Christian Lindström Lage[1] (chairman of the nomination committee), appointed by SEB Funds AB, Malin Björkmo, appointed by Handelsbanken Fonder, Jonathan Schönbäck, appointed by ODIN Fonder and Tomas Torlöf, appointed by Trulscom Förvaltning AB. CTT's nomination committee has submitted proposals for resolution under items 2 and 11-14 on the agenda. The board of directors has submitted proposals under items 9 b, 10 and 15.
Item 2 - Election of the chairman of the meeting
The nomination committee proposes that the chairman of the board of directors, Tomas Torlöf, is elected as chairman of the Annual General Meeting.
Item 9 b - Resolution on disposition of the company's earnings according to the adopted balance sheet, and determination of record day in case of dividend
The board of directors proposes a dividend of SEK 2.40 per share.
Proposed record day for dividend is Monday 11 May 2026. If the Annual General Meeting resolves in accordance with the proposal, payment of dividend through Euroclear Sweden AB is expected to be made on Friday 15 May 2026.
Item 10 - Presentation of remuneration report for approval
The board of directors proposes that the Annual General Meeting resolves to approve the board of directors' report regarding remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Item 11 a and 13 - Determination on the number of directors and election of directors of the board and chairman of the board
The nomination committee proposes that the board of directors shall consist of seven members with no deputies and, for the period until the next Annual General Meeting, re-election of all board members Anna Carmo e Silva (elected 2022), Annika Dalsvall (elected 2013), Per Fyrenius (elected 2018), Torbjörn Johansson (elected 2024), Björn Lenander (elected 2018), Kristina Nilsson (elected 2024) and Tomas Torlöf (elected 2013). Further, the nomination committee proposes that Tomas Torlöf is re-elected as chairman of the board of directors.
The nomination committee's motivated statement and information regarding all of the proposed board members are available on the company's website, www.ctt.se.
Item 11 b and 14 - Determination of the number of auditors and election of auditor
The nomination committee proposes, in accordance with the audit committee's recommendation, that the company shall have a registered auditing company as auditor and that the registered auditing company Öhrlings PricewaterhouseCoopers AB ("PwC") shall be re-elected as auditor until the end of the Annual General Meeting 2027. PwC has informed that Andreas Skogh will continue to be the company's auditor in charge if PwC is re-elected as auditor.
Item 12 - Determination of remuneration to the board of directors and to the auditor
The nomination committee proposes that an annual remuneration of SEK 440,000 (SEK 410,000) be paid to the chairman of the board of directors and SEK 220,000 (SEK 205,000) to each of the other directors, i.e. a total of SEK 1,760,000 (SEK 1,640,000). Furthermore, the nomination committee has proposed remuneration for members of the audit committee, corresponding to SEK 96,000 (SEK 88,000) to the chairman and SEK 55,000 (SEK 50,000) to the other members.
The nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
Item 15 - Resolution on guidelines for remuneration to senior executives
The board of directors hereby submits the following proposal for guidelines for remuneration to senior executives. The guidelines shall apply to remuneration agreed, and to any changes made to remuneration already agreed, after the guidelines have been adopted by the Annual General Meeting 2026. The guidelines do not cover remuneration resolved separately by the general meeting, such as ordinary board fees and share-based or share price-related remuneration.
The guidelines' promotion of the company's business strategy, long-term interests and sustainability
The fundamental elements of the strategy are to consolidate the position with the aircraft manufacturers as the leading supplier. Maintaining this position requires that product quality, delivery and reliability meet the high standards of the aircraft manufacturers. The perception among airlines that the products deliver high utility, strong performance and good operational reliability also contributes to consolidate this position. A successful implementation of the company's business strategy and safeguarding of the company's long-term interests, including its sustainability, requires that the company is able to offer a total remuneration that is in line with the market and competitive and that is able to attract, motivate and retain qualified expertise for CTT.
Types of remuneration
The remuneration to the CEO and other senior executives shall consist of a fixed base salary, variable remuneration, pension and, in certain cases, other benefits.
Each year, CTT sets aside a portion of profit before tax for variable remuneration, which is provided partly to all CTT employees through allocations to the profit-sharing foundation and partly to senior executives, where the company's CEO has a separate variable remuneration program. In addition to annual variable remuneration, there is also long-term, target-based variable remuneration covering the company's deputy CEO and the Head of Sales. The total annual cost of variable remuneration to the profit-sharing foundation and senior executives, excluding the cost of variable remuneration to the CEO, and any outcome under the long-term target-based variable remuneration (as set out below), amounts to a maximum of ten percent of profit before tax, subject to a limitation that it may not exceed 30 percent of the dividend to the company's shareholders resolved by the Annual General Meeting or 25 percent of the total base salary of all employees of the company. This maximum cost framework is allocated 75 percent to the profit-sharing foundation and 25 percent to senior executives, excluding the CEO. For the profit-sharing foundation, a cap applies such that this variable remuneration may be paid at a total of 2.25 of the company's average monthly salaries per employee per year. For each individual senior executive, excluding the CEO, a cap applies whereby such variable remuneration may amount to a maximum of two months' salary per year. The outcome for variable remuneration to senior executives shall be linked to measurable targets (qualitative, quantitative, general and/or individual). The targets shall be designed to promote the company's business strategy and long-term interests, including its sustainability. The targets for senior executives, excluding the CEO, are determined by the CEO and are currently linked to the company's results. As a general rule, the measurement period for variable remuneration is based on performance during the calendar year. For the CEO, in addition to the cost framework above, there is an annual, separate variable performance-based remuneration capped at six months' salary, in accordance with targets set in advance by the board of directors (currently focused on performance within OEM, strategic sales, protecting the aftermarket, innovation and sustainability, and organisational development). Disbursement of this variable remuneration intended for senior executives and the CEO is conditional on it being invested in CTT shares, which must be retained for a contractual period, at least three years.
In addition to all variable remuneration as set out above, the CEO, any deputy CEO and the Head of Marketing may receive variable performance-based remuneration upon fulfilment of certain long-term targets (relating to supplies of Retrofit- and OEM system, revenues for Private jet and OEM catalogue performances). The company's total commitment of this remuneration amounts to a maximum of 12 months' salary per person over a four-year period from 2025 to 2028. The remuneration is not pensionable but can be exchanged for pension. Disbursement of this variable remuneration is conditional on it being invested in CTT shares, which must be retained for a contractual period, at least three years.
Once the measurement period for fulfilment of the criteria for payment of variable cash remuneration has ended, it shall be assessed/determined to what extent the criteria have been fulfilled. The CEO's remuneration is determined by the chair of the board of directors and subsequently approved by the board of directors. With respect to variable cash remuneration for other senior executives, the CEO is responsible for the assessment. Regarding the financial targets, the assessment shall be based on the latest financial information published by the company.
Both the CEO and CTT are entitled to request the CEO's retirement at the age of 67. The pension is defined contribution, and beyond paid pension premiums, no pension obligations shall arise.
The pension premiums for the CEO's defined contribution pension shall amount to a maximum of 30 percent of the fixed annual cash salary. For other senior executives, the general pension plan shall apply, either through the ITP plan or through individual occupational pension insurance policies within the ITP framework, and the pension terms shall therefore be limited thereto.
Other benefits may include, inter alia , life insurance, health insurance and company car benefit. Premiums and other costs relating to such benefits may in total amount to a maximum of 15 percent of the fixed annual gross salary.
Termination of employment
The company's CEO has an agreement providing for severance pay if the executive is required to leave the position at the company's request. Severance pay, including salary during the notice period, amounts to a maximum of one annual salary. The notice period is 12 months in the event of termination by the company and six months in the event of termination by the CEO. For other senior executives, terms in accordance with the applicable collective agreements apply.
Salary and employment conditions for employees
In the preparation of the board of directors' proposal for these remuneration guidelines, the salaries and employment conditions for employees of the company have been taken into account by including information on the employees' total remuneration, the components of remuneration and the remuneration's increase and growth rate over time, as part of the remuneration committee's and the board of directors' basis for decision when evaluating whether the guidelines and limitations resulting therefrom are reasonable.
The decision-making process to establish, review and implement the guidelines
The entire board of directors of CTT performs the remuneration committee's duties in accordance with the Swedish Corporate Governance Code. The board of directors shall at least every fourth year prepare a proposal for guidelines and submit the proposal for resolution to the Annual General Meeting. The guidelines shall apply until new guidelines are adopted by the General Meeting. The board of directors shall monitor and evaluate programs for variable remuneration to the senior management, the application of the guidelines for remuneration to the senior executives as well as the current remuneration structures and compensation levels in the company. The CEO and other members of senior management do not participate in the board of directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Deviation from the guidelines
The board of directors may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there is a special cause for the deviation and a deviation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. If such deviation occurs, information on this shall be presented in the remuneration report ahead of the next Annual General Meeting.
Description of material changes in the guidelines and how shareholders' comments have been addressed
The board of directors has not received any comments from the shareholders concerning the existing guidelines for remuneration to the senior executives. The board of directors' proposal for guidelines for remuneration to senior executives corresponds, in all material respects, to the existing guidelines, except that the maximum commitment regarding the variable performance-based remuneration amounts to a maximum of 12 monthly salaries for up to three roles over a four-year period between 2025 and 2028.
MISCELLANEOUS
Number of shares and votes
At the time of the issuance of this notice, the company has a total of 12,529,443 shares, each carrying one vote. The company does not hold any shares in treasury.
Shareholder's right to receive information at the meeting
If the board of directors believes that it can be done without material harm to the company, shareholders have the right to receive information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company's relationship to another group company, and the consolidated financial statement.
Authorisation
The board of directors proposes that the board of directors, or the person appointed by the board of directors, shall be authorised to make the minor adjustments to the resolutions of the Annual General Meeting as may be required in connection with registration with the Swedish Companies Registration Office.
Documents
Accounting documents, audit report and other documents to be made available in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code are kept available at the company's address Brukslagarvägen 5, Nyköping, Sweden and at the company's website, www.ctt.se, as of today 31 March 2026 and will be sent to shareholders who so request by the company and who state their address.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available at Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-eng
_________________
Nyköping, March 2026
CTT SYSTEMS AB (PUBL)
The board of directors
[1] Christian Lindström Lage served as SEB Funds AB's representative on CTT's nomination committee until 28 February 2026. Anette Andersson has thereafter been appointed as the new representative on the nomination committee for SEB Funds AB.
For additional information:
Markus Berg, CFO, CTT Systems AB.
Tel. +46 155 20 59 05 alt. Mobile +46 72 230 33 88 or email: markus.berg@ctt.se
About CTT Systems
CTT is the leading supplier of active humidity control systems in aircraft. We solve the aircraft humidity paradox - with far too dry cabin air - and too much moisture in the fuselage - causing dehydration for people onboard and excess weight in the aircraft inducing larger environmental footprint. CTT offers humidifiers and dehumidifiers available for retrofit and line-fit on commercial aircraft as well as private jets. For more information about CTT and how active humidity control products make air traveling a little more sustainable and far more pleasurable, please visit: www.ctt.se
Attachments
Notice of the Annual General Meeting 2026 CTT Systems AB (publ
SOURCE: CTT Systems AB
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/industrial-and-manufacturing/notice-of-the-annual-general-meeting-2026-ctt-systems-ab-publ-1153552
