SmartCraft Group AB (publ) ("SmartCraft" or the "Company") has today, on Wednesday 29 April 2026, held an extraordinary general meeting in Stockholm.
Election of Board members and auditors
The meeting resolved that the Board of Directors shall comprise seven (7) ordinary members with no deputy members, and that the Company shall have one auditor with no deputy auditor.
Board members Mette Kamsvåg, Allan Engström, Carl Ivarsson, Isabella Alveberg, Eva Hemb, Per Norman and Ståle Risa were re-elected for the period up until the end of the next Annual General Meeting. Mette Kamsvåg was re-elected as Chairman of the Board.
Ernst & Young AB was re-elected as auditor for the period up until the end of the next Annual General Meeting, with the authorised public accountant Linda Sallander as the auditor in charge.
Fees to the Board of Directors
The meeting resolved that fees to the members of the Board of Directors are distributed as follows: SEK 675,000 to the Chairman and SEK 270,000 to other Board members. Furthermore, the meeting resolved that fees of SEK 120,000 shall be paid to the Chairman of the Audit Committee, SEK 70,000 to the members of the Audit Committee, SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to the members of the Remuneration Committee.
Establishment of a long-term incentive program
The meeting resolved to establish a long-term incentive program ("LTIP 2026") for employees in the SmartCraft group. LTIP 2026 is based on unlisted C1-shares and comprises approximately 30 participants. If certain pre-determined conditions are fulfilled, primarily related to the development of the share price, a certain number of C1-shares shall be converted into ordinary shares in SmartCraft. C1-shares that are not converted into ordinary shares will be redeemed.
The resolution includes an amendment to the Company's articles of association and a directed issue of no more than 2,171,168 new C1-shares to participants in LTIP 2026, whereby SmartCraft's share capital is increased by not more than SEK 6,329.11.
Authorisation to resolve on new issues
The meeting resolved to authorise the Board of Directors to, on one or several occasions during the period until the next Annual General Meeting, resolve to issue new shares and/or warrants and/or convertibles, with or without deviation from the shareholders' preferential right. The total number of shares that may be issued pursuant to the authorisation shall be within the limits of the articles of association and may not exceed ten (10) per cent of the total number of shares in SmartCraft at the time of the Board of Directors' resolution.
The purpose of the authorisation, and the reason for any deviation from the shareholders' preferential right, is to increase the financial flexibility of the group to enable the group to finance the operations in a fast and efficient way and/or acquire companies, businesses or parts thereof.
Authorisation to effect synthetic repurchases of own shares
The meeting authorised the Board of Directors to, on one or several occasions up until the next Annual General Meeting, prepare and implement a program for synthetic repurchases of own shares. The aggregate number of shares repurchased under the program, together with any shares already held by SmartCraft, may not at any time exceed ten (10) per cent of the total number of shares in SmartCraft. Synthetic repurchases may be effected at a price per share within the prevailing quoted price range for SmartCraft's shares on Nasdaq Stockholm. For this purpose, SmartCraft shall enter into agreements or other arrangements enabling the redemption of shares on terms that are equitable to other shareholders. Resolution on redemption of shares underlying such agreement or arrangement shall be adopted by a subsequent general meeting.
The purpose of the proposed authorisation to effect synthetic repurchases of own shares is to continuously be able to adapt SmartCraft's capital structure and thereby contribute to an increase in shareholder value.
For further information, please contact:
Kine Kragholm Olsen, Interim CFO, +47 926 43 530, kine.olsen@smartcraft.com
ABOUT SMARTCRAFT
SmartCraft is the leading Nordic provider of mission-critical SaaS solutions to SMEs in the construction sector, increasing their productivity, margins, and resource efficiency. The Group currently has more than 14 100 customers and 270 employees distributed across Norway, Sweden, Finland and UK. SmartCraft was listed on the Oslo Stock Exchange in June 2021 and was subsequently relisted on Nasdaq Stockholm in 2026.
