The Annual General Meeting approved the presented income statements and balance sheets and remuneration report and approved discharge from liability for board members and the managing director. In addition, the following decisions were made.
Election of Board of Directors
Axel Barnekow Widmark, Kristine Lindberg, Johan Paulsson and Lars Kongstad were re-elected as board members and Jacob Jonmyren and Anna Blomqvist were elected as new board members in accordance with the Nomination Committee's revised proposal. Axel Barnekow Widmark was re-elected as Chairperson of the board.
Fees to the Board of Directors
It was resolved that Board fees shall be unchanged and paid by SEK 725,000 to the Chairperson of the Board and SEK 300,000 to each of the other Board members elected by the Annual General Meeting who are not employed by the group. It was further resolved that fees for assignment in the Audit Committee shall be SEK 100,000 to the Chairperson and SEK 50,000 to each of the other members of the Audit Committee. Fees for assignment in the Renumeration Committee shall be SEK 50,000 to the Chairperson and SEK 25,000 to each of the other members of the Renumeration Committee.
Election of auditor
Ernst & Young AB was re-elected as the company's auditor for a period of mandate of one year. Ernst & Young AB has informed the company that authorized public accountant Carolina Timén will be auditor in charge. It was resolved that auditor fees shall be paid in accordance with approved invoice.
Dividend
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that no dividend shall be distributed for the financial year 2025 and the company's funds available for distribution shall be carried forward.
Guidelines for remuneration to the CEO and other senior executives
The Annual General Meeting approved the Board's proposal for guidelines for remuneration to senior executives.
Authorisation for the Board of Directors to resolve on new issues of shares in connection with acquisitions
The Meeting resolved to authorise the Board of Directors to, on one or several occasions up to the next Annual General Meeting, with or without deviation from the shareholders' preferential right, resolve on new issues of shares in connection with acquisitions. The total number of shares that may be issued, by virtue of the authorisation shall be within the limits of the Articles of Association and not exceed ten (10) percent of the total number of shares in GARO at the time of the Board of Directors' resolution. The authorisation includes a right to resolve on new issues by contribution in kind or payment by set-off in connection with acquisitions. The purpose of the authorisation, and the reason for deviation from the shareholders' preferential right, is to enable the company to acquire companies, businesses or parts thereof.
Authorisation for the Board of Directors to resolve on repurchase and transfer of own shares
The Meeting resolved to authorise the Board of Directors to resolve on repurchase and transfer of own shares with the purpose to enable financing of acquisitions by using own shares and to enable the Board of Directors to continuously adapt GARO's capital structure to the company's capital requirements. Acquisition may be made of such number of shares that GARO's holding of own shares does not at any time exceed ten (10) percent of the total number of shares in the company. Transfer may take place on Nasdaq Stockholm and/or outside of Nasdaq Stockholm in connection with acquisition of companies or businesses, on one or more occasions prior to the next Annual General Meeting.
Resolution on incentive program
In accordance with the proposal from the Board, the Annual General Meeting resolved to adopt an incentive program for the incoming CEO, Tobias Byfeldt. The program entails that a maximum of 500,000 subscription warrants shall be issued to the company for further transfer to the CEO. Transfer shall be made before the company's Annual General Meeting 2027 for a consideration corresponding to the market value at the time of transfer, and allotment shall be made in accordance with the principles set out in the Board's proposal. Subscription of shares by exercise of subscription warrants may be effected as from 15 August 2029-31 August 2029 regarding TO 2026/2029. There will be no over-subscription.
The subscription price per share shall correspond to 135 percent of the volume weighted average share price according to Nasdaq Stockholm's official price list for shares in the company during five trading days preceding the time when the CEO first acquire subscription warrants from GARO, however, never less than the quota value of the company's shares. The maximum dilution effect of the program is approximately 0.4 percent.
For more information, please contact:
Helena Claesson, CFO: +46 (0)70 676 07 50
GARO AB (publ) Corp. Reg. No. 556071-7772 is a company that develops, manufactures and markets innovative products and systems for the electrical installations market under its own brand. GARO's customer offering is to provide complete solutions in the product areas of Electrical distribution products, E-mobility, Project business & Temporary Power with a focus on electrical safety, user-friendliness and sustainability. GARO was founded in 1939, has its head office in Gnosjö and is today an international company with operations in several countries. GARO is listed on Nasdaq Stockholm under the ticker name GARO. For more information, see www.garo.se
