The Annual General Meeting ("AGM") of Bonava AB (publ) (the "Company") was held on Wednesday, 22 April 2026 in Stockholm. The AGM decided, inter alia, the following:
Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for 2025, a new long-term performance-based incentive plan and authorisation for the board of directors to resolve on the execution of acquisition and transfer of shares of series B in Bonava AB.
Income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement and balance sheet for the Parent Company, and the consolidated income statement and balance sheet for 2025 and discharged the Board members and the CEO from liability for the financial year 2025.
Dividend
The AGM approved the Board of Directors' proposal to not distribute any dividend to shareholders for the year 2025.
Election of Board members
The AGM resolved that the number of Board members will be eight (8) with no deputy members. In accordance with the Nomination Committee's proposal, Board members Mats Jönsson, Nils Styf, Anette Frumerie, Anneli Jansson and Paula Röttorp were re-elected as Board members and Carl Bergsten, Tina Kleingarn and Henrik Thomsen were elected as new Board members. Board members Per-Ingemar Persson and Tobias Lönnevall had declined re-election. Mats Jönsson was re-elected as Chairman of the Board. Information about the Board members can be found on the Company's website.
Board fees
The AGM resolved, in accordance with the Nomination Committee's proposal, that board fees shall in total amount to SEK 3,350,000, excluding fees for committee work, of which: SEK 900,000 to the Chairman of the Board and SEK 350,000 to each of the other members elected by the AGM. For every physical board meeting that is held in the Nordics, each member resident in Europe but outside the Nordics shall receive a meeting fee of SEK 23,000. Remuneration for members of the Audit Committee will be paid in an amount of SEK 166,000 to the Chairman and SEK 83,000 to each of the other members. Remuneration for members of the Remuneration Committee will be paid in an amount of SEK 85,000 to the Chairman and SEK 40,000 to each of the other members. Remuneration for members of the Financing Committee will be paid in an amount of SEK 85,000 to the Chairman and SEK 40,000 to each of the other members.
Auditor
The AGM re-elected the auditor Öhrlings PricewaterhouseCoopers AB ("PwC"). PwC has informed the Company that Johan Rippe will be the Auditor in Charge for the period until the close of the next AGM.
Nomination Committee
The Nomination Committee for the 2026 AGM will comprise of Peter Hofvenstam, nominated by Nordstjernan AB, Frida Olsson, nominated by Fourth Swedish National Pension Fund, Christine Revheim-Hansen, nominated by Frederik W. Mohn, and Oscar Bergman, nominated by Swedbank Robur Fonder. Peter Hofvenstam was re-elected Chairman of the Nomination Committee.
Remuneration report for 2025
The AGM approved the Board of Directors' remuneration report for 2025.
Long-term performance-based incentive plan and transfer of shares of series B in Bonava under the incentive plan
The AGM resolved to implement a long-term performance-based incentive plan (LTIP 2026) for the CEO and executive management. Furthermore, the AGM resolved to transfer not more than 1,221,000 shares of series B in the company to participants in LTIP 2026. A full description of the LTIP 2026 can be found in the notice of the AGM, which is available on Bonava's website.
Issue of new shares
The AGM authorised the Board of Directors to issue new shares in the Company, on one or several occasions, to the extent such new issue can be made without amending the articles of association, but to be limited to a maximum of ten per cent of the total number of outstanding shares in the Company. The issuance of new shares of series A shall only be possible in connection with the issuance of new shares of series B, and the proportion of shares of series A issued shall not exceed the proportion that the existing number of shares of series A represents of the total number of shares in the company. An issue may be made with or without deviation from the shareholders' preferential rights. The authorisation is for the period up to the next AGM.
Acquisition and transfer of shares of series B in Bonava AB
The AGM authorised the Board of Directors, to acquire a maximum number of shares of series B so that the company's holding, does not exceed 10 per cent of all the shares of series B in the Company. Furthermore, it was resolved that the Board of Directors is authorised to transfer own shares of series B to enable financing of acquisitions of companies and businesses and to cover costs (including costs for social security costs and payments according to synthetic shares) in connection with the implementation of Bonava's incentive plan at any time. The authorisation is for the period up to the next AGM.
The proposals adopted by the AGM are available on the company's website https://www.bonava.com/en/corporate-governance/general-meeting, where the minutes of the meeting also will be published.
