Today, on Tuesday 5 May 2026, engcon AB held its annual general meeting of shareholders, at which the following main resolutions were adopted.
Adoption of the balance sheets and income statements
The general meeting resolved to adopt the balance sheet and the consolidated balance sheet as per 31 December 2025, as well as the income statement and the consolidated income statement for the financial year 2025.
Disposition of the company's earnings
The general meeting resolved, in accordance with the board of directors' proposal, that dividend shall be distributed in a total amount of SEK 1.0 per share to be paid on two occasions. The general meeting resolved that record day for the first payment of SEK 0.5 per share shall be 7 May 2026 and that record day for the second payment of SEK 0.5 per share shall be 5 October 2026. The first payment is estimated to be distributed by Euroclear Sweden AB on 12 May 2026 and the second payment on 8 October 2026.
Discharge from liability
The general meeting resolved to discharge the board of directors and the CEO from liability for the management of the company's business during the financial year 2025.
Remuneration report
The general meeting resolved, in accordance with the board of directors' proposal, to approve the report regarding remuneration to the CEO and the board of directors for the financial year 2025.
Board of directors and auditors
The general meeting resolved that the board of directors shall consist of five directors elected by the general meeting with no deputies. Annika Bäremo, Anna Stålenbring, Monica Engström, Peter Hofvenstam and Stig Engström were re-elected as members of the board of directors. Annika Bäremo was re-elected as chairman of the board of directors.
The general meeting resolved that, for the period until the end of the next annual general meeting, remuneration of SEK 568,000 shall be paid to the chairman of the board of directors and SEK 284,000 shall be paid to each other director. For work in the audit committee, remuneration of SEK 111,500 shall be paid to the chairman of the committee and SEK 55,000 to each of the other members. For work in the remuneration committee, remuneration of SEK 60,000 shall be paid to the chairman of the committee and SEK 40,000 to the other member.
The registered accounting firm Deloitte AB was re-elected as the company's auditor for the period until the next annual general meeting. Jonas Ståhlberg will continue as auditor in charge. The general meeting resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
The resolutions were in accordance with the nomination committee's proposals.
Guidelines for remuneration to senior executives
The general meeting resolved, in accordance with the board of directors' proposal, to adopt guidelines for remuneration to the company's senior executives, to apply until the end of the annual general meeting 2030 at the latest.
Authorisation to issue B shares, warrants and/or convertibles
The general meeting resolved to authorise the board of directors to, on one or several occasions for the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve to issue new B shares and/or warrants entitling the holder to subscribe for new B shares and/or convertibles entitling the holder to convert into B shares to the extent that such issue can be made without amending the articles of association. The total number of B shares issued under the authorisation, or that may be issued through the exercise and conversion of warrants and/or convertibles issued under the authorisation, may not result in a dilution of more than 10 percent of the total number of shares in the company at the time of the annual general meeting 2026. New issues under the authorisation shall be made at a subscription price on market terms and payment may be made in cash, by contribution in kind or by set-off.
Long-term share-based incentive program, repurchase authorisation and resolution on transfer of own B shares
The general meeting resolved to implement a long-term share-based incentive program ("LTIP 2026") for the members of the group management and certain other key persons in the engcon group. LTIP 2026 means that the participants are granted a certain number of performance-based share rights free of charge, which, after three years, provided continued employment and that certain performance targets are met, may entitle the participants to receive a number of B shares in the company free of charge.
To hedge the delivery of B shares under LTIP 2026, the general meeting resolved to authorise the board of directors to resolve on acquisition of own B shares and transfer of own B shares. A maximum of 179,000 B shares may be acquired, and such acquisitions may only take place on Nasdaq Stockholm at a price per share within the price range applicable from time to time. Payment for the shares shall be made in cash. The general meeting also resolved that a maximum of 179,000 B shares may be transferred free of charge to the participants in LTIP 2026.
Repurchase and set-off offer regarding warrants, including approval of a conditional offer to repurchase warrants and approval of the board's resolution on a directed issue of B shares, subject to approval by the general meeting
In accordance with the board of directors' proposal, the general meeting resolved that the company, in connection with the subscription period for LTIP 2021/2026, shall make an offer to the warrant holders to transfer all warrants to engcon at a price corresponding to the market value of the transferred warrants, with payment for the warrants being made in the form of newly issued B shares in engcon.
The offer is conditional upon the board of directors determining that the conditions for the claim for consideration arising for the participants in connection with acceptance of the offer are satisfied, so that the claim may be used as set-off payment for the B shares being issued. The condition is expected to be fulfilled on 11 December 2026, which is also the last day of the application period for the offer.
The warrants repurchased by engcon will either expire or be cancelled, depending on what is deemed most appropriate.
Warrant holders who do not accept the offer may, without being affected by the offer, exercise their warrants to subscribe for B shares during the subscription period in accordance with the applicable terms and conditions for the warrants.
For more information please contact:
Anne Vågström, Head of Investor Relation
anne.vagstrom@engcon.se
+46 76 126 40 84
engcon is the leading global supplier of tiltrotators and associated equipment that enhance efficiency, flexibility, profitability, safety and sustainability of excavators. With knowledge, commitment and a high level of service, engcon's about 450 employees create success for their customers. engcon was founded in 1990, headquartered in Strömsund, Sweden and address the market through 15 local sales companies and an established network of resellers around the world. Net sales amounted to approximately SEK 1.9 billion in 2025. engcon's B share is listed on Nasdaq Stockholm.
For more information, visit www.engcongroup.com
