Nyfosa AB's Annual General Meeting was held today on Tuesday May 5, 2026. The main resolutions adopted were the following.
Adoption of balance sheets and income statements
The meeting resolved to adopt the balance sheet and the consolidated balance sheet as per December 31, 2025, as well as the income statement and the consolidated income statement for the financial year 2025.
Disposition of the company's earnings
The meeting resolved, in accordance with the board of directors' proposal, on a dividend to the shareholders until the next Annual General Meeting, of a total of SEK 3.00 per ordinary share of Class A with a quarterly payment of SEK 0.75 per ordinary share of Class A. As record days for the quarterly dividend, the meeting resolved on Thursday May 7, 2026, Monday October 12, 2026, Tuesday January 12, 2027 and Monday April 12, 2027. Dividend is estimated to be distributed by Euroclear Sweden AB on the third banking day after each record day.
Discharge from liability
The 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.
Report on remuneration and incentive programs
The meeting resolved, in accordance with the board of directors' proposal, to approve the report regarding remuneration to the CEO and the board of directors as well as incentive programs for the financial year 2025.
Board of directors and auditors
The meeting resolved that the board of directors shall consist of six directors elected by the meeting with no deputies. Maria Björklund, Ulrika Danielsson, Per Lindblad, David Mindus and Claes Magnus Åkesson were re-elected as directors, and Nils Styf was elected as new director. The meeting re-elected David Mindus as chairman of the board of directors. For further information about the board of directors, please visit the company's website www.nyfosa.se.
The registered accounting firm KPMG AB was re-elected as the company's auditor for the period until the end of the next Annual General Meeting. The meeting resolved that remuneration to the auditor will be paid in accordance with approved invoices.
The meeting resolved that, until the end of the next Annual General Meeting, a remuneration of SEK 550,000 (previously SEK 535,000) shall be paid to the chairman of the board of directors and SEK 250,000 (previously SEK 230,000) shall be paid to each other director elected by the general meeting. Further, for work in the audit committee, remuneration of SEK 110,000 (previously SEK 100,000) shall be paid to the chairman of the audit committee and SEK 65,000 (previously SEK 50,000) to each other member of the audit committee. In addition, for work in the remuneration committee, remuneration of SEK 45,000 (previously SEK 44,000) shall be paid to the chairman of the remuneration committee, and SEK 23,000 (previously SEK 22,000) to each other member of the remuneration committee.
The resolutions were adopted in accordance with the nomination committee's proposals.
Instruction for the nomination committee
In accordance with the nomination committee's proposal, the meeting resolved to adopt a new instruction for the nomination committee to apply until further notice.
Directed issue of warrants and approval of transfer of warrants (LTIP 2026)
The meeting resolved, in accordance with the board of directors' proposal, to implement a long-term incentive program for employees in the Nyfosa Group. In order to implement the program, the meeting resolved on a directed issue of not more than 800,000 warrants that give the right to subscribe for not more than 800,000 ordinary shares of Class A, which corresponds to a maximum dilution of approximately 0.4 percent of the total number of shares and votes in Nyfosa. The warrants shall be issued free of charge to the company's wholly owned subsidiary Nyfosa LTIP AB, which shall transfer the warrants to employees of Nyfosa (divided in certain categories) on market terms at a price (premium) established by an independent valuation institute based on a calculated market value.
The subscription price per share upon exercise of the warrants shall be the volume weighted average share price on the trading day Nyfosa publishes the interim report for the period January 1 - March 31, 2029, reduced by an amount corresponding to the highest of (i) an amount corresponding to the average share price at the time of the issue of the warrants, which consists of the average closing price during the period from May 6, 2026 up until and including May 12, 2026 according to Nasdaq Stockholm's official share price list, multiplied with a) the development of the average total return index value for Nyfosa's ordinary share from and including May 6, 2026 up until and including May 12, 2026 (starting value) in comparison with the trading day that Nyfosa publishes the interim report for the period January 1 - March 31, 2029 (end value), b) reduced by the development of the average total return index value for real estate companies listed on Nasdaq Stockholm from and including May 6, 2026 up until and including May 12, 2026 (starting value) in comparison with the trading day that Nyfosa publishes the interim report for the period January 1 - March 31, 2029 (end value), and (ii) SEK 0.
Subscription of shares in accordance with the terms and conditions for the warrants may be exercised during a two-week period from the day following the publication of the company's interim report for the period of January 1 - March 31, 2029, but no earlier than April 3, 2029 and no later than June 8, 2029. The participants shall have the right to, upon subscription for shares exercising the warrants, request that an alternative exercise model shall be applied in accordance with the complete terms and conditions.
Reduction of the share capital through redemption of ordinary shares of Class A
The meeting resolved, in accordance with the board of directors' proposal, on reduction of the share capital through redemption of ordinary shares of Class A. The share capital is to be reduced by SEK 7,581,048. The reduction in the share capital is to be effected by redemption of 15,162,096 ordinary shares of Class A held by the company. To implement the resolution on reduction of the share capital, approval from the Swedish Companies Registration Office or a court of law is required.
Amendment of § 5 of the articles of association
The meeting resolved, in accordance with the board of directors' proposal, on amendment of § 5 of the articles of association, thereby amending the terms and conditions governing ordinary shares of Class D and preference shares.
Amendment of company name and § 1 of the articles of association
The meeting resolved, in accordance with the board of directors' proposal, on amendment of § 1 of the articles of association, thereby amending the company's name to Altra Fastigheter AB.
The company will proceed with implementing the amendment with the Swedish Companies Registration Office and intends to issue a press release as soon as the amendment has entered into force.
Issue authorisations and dividend for any additional ordinary shares of Class D and preference shares
The meeting authorised the board of directors to, on one or several occasions during the period up to the next Annual General Meeting, resolve to issue ordinary shares of Class A and Class D, convertible bonds and preference shares to the extent that such new issues can be carried out without amending the articles of association. An issue may be carried out with or without deviation from the shareholders' preferential rights. Based on the authorisations, the board of directors may resolve to issue the number of new ordinary shares of Class A or after the conversion of convertible bonds to ordinary shares of Class A corresponding to a maximum of 10 percent of the total number of outstanding shares in the company at the time of the Annual General Meeting, and no more than an aggregate of 40,000,000 ordinary shares of Class D and/or preference shares may be issued.
The meeting resolved on a dividend on any additional ordinary shares of Class D and preference shares which may be issued by the board of directors under the authorisations. Dividend on any additional ordinary shares of Class D and preference shares shall in such case be paid quarterly with equal payments of SEK 0.50, SEK 2 in total.
Authorisation for the board of directors to resolve upon repurchase and transfer of own ordinary shares of Class A
The meeting resolved in accordance with the board of directors' proposal to authorise the board of directors to, on one or several occasions for the period until the end of the next Annual General Meeting, resolve to acquire a maximum number of own ordinary shares of Class A so that the company holds a maximum of 10 percent of all shares in the company at any time following the acquisition.
The meeting further resolved, in accordance with the board of directors' proposal, to authorise the board of directors to, on one or several occasions for the period until the end of the next Annual General Meeting, resolve to transfer own ordinary shares of Class A. The number of shares transferred may not exceed the total number of shares held by the company at any time.
For more information, please contact:
Carl-Johan Hugner, CEO
Tel: +46 (0)70 772 58 26
E-mail: cjh@nyfosa.se
About Nyfosa
Nyfosa is an active commercial property company operating in markets characterized by robust growth potential and strong regional appeal. With a regional presence, efficient decision-making structures and a dynamic transactions platform, we create long-term value for our tenants and investors. As of March 31, 2026, Nyfosa's property value amounted to SEK 39 billion. Nyfosa's shares are listed on Nasdaq Stockholm Large Cap. Learn more at www.nyfosa.se.
