At the annual general meeting in Fasadgruppen today on 21 May 2026, it was resolved on, among other things, re-election of all board members, implementation of a long-term incentive programme consisting of hurdle shares (C1 shares) as well as authorisations for the board of directors to resolve on issuances of shares as well as acquisitions and transfers of treasury shares.
Adoption of income statements and balance sheets as well as approval of remuneration report
The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2025. The annual general meeting also approved the remuneration report for the financial year 2025. The annual general meeting resolved that no dividend shall be paid for the financial year 2025 and that the funds at the disposal of the general meeting shall be carried forward.
Resolution on discharge from liability, election of the board of directors and determination of fees for the board of directors
The annual general meeting resolved to grant discharge from liability for all board members and the CEO for the financial year 2025.
Mikael Karlsson, Tomas Ståhl, Gunilla Öhman, Christina Lindbäck, Mats Karlsson, Magnus Meyer and Mikael Matts were re-elected as board members for the period until the close of the next annual general meeting. Mikael Karlsson was re-elected as chairman of the board and Magnus Meyer was elected as new deputy chairman of the board for the period until the close of the next annual general meeting.
The annual general meeting resolved that the fees to the board members shall amount to SEK 570,000 to the chairman of the board of directors, SEK 400,000 to the deputy chairman of the board of directors and SEK 280,000 to each of the other board members who have been elected by the annual general meeting, SEK 88,000 to the chairman of the board of directors' audit committee and SEK 33,000 to each of the other members of the board of directors' audit committee as well as SEK 54,000 to the chairman of the board of directors' remuneration committee and SEK 26,000 to each of the other members of the board of directors' remuneration committee.
Election of auditor and determination of fees to the auditor
The annual general meeting re-elected Deloitte AB as the company's auditor for the period until the close of the next annual general meeting. The fees to the auditor shall be paid in accordance with approved invoice.
Resolution on implementation of a long-term incentive programme consisting of hurdle shares
The annual general meeting resolved to implement a long-term incentive programme ("LTIP 2026/2029") based on C1 shares, which is a new convertible and redeemable share class (so-called "hurdle shares"). The resolution includes the establishment of LTIP 2026/2029, amendment of the articles of association to introduce provisions regarding C1 shares and a directed issue of a maximum of 1,331,000 C1 shares to the participants of the programme. The programme comprises up to 120 employees within the group. The C1 shares may be converted into ordinary shares in the company if the share price of the company's ordinary share on Nasdaq Stockholm exceeds a predetermined hurdle price, corresponding to 125 per cent of the start price, at the end of the programme. If the share price does not exceed the hurdle price, no conversion will take place and outstanding C1 shares will be redeemed without consideration. The subscription price for the C1 shares shall correspond to the market value determined through an independent valuation based on the Black & Scholes valuation model.
Resolution on authorisations for the board of directors to resolve on issuances of shares as well as acquisitions and transfers of treasury shares
The annual general meeting resolved to authorise the board of directors to resolve on issuances of shares as well as acquisitions and transfers of treasury shares. The number of shares issued pursuant to the authorisation to issue new shares shall not exceed 10 per cent of the total number of shares in the company as of the date of the meeting's resolution. Acquisitions pursuant to the authorisation to acquire treasury shares may be made of so many shares that the company's holding of treasury shares, following the acquisition, amounts to a maximum of 10 per cent of all shares in the company. Transfers pursuant to the authorisation to transfer treasury shares may be made of the number of treasury shares held by the company at the time of the board of directors' resolution to transfer shares. Issuances, acquisitions and transfers may be made with deviation from the shareholders' pre-emption rights in accordance with the terms and conditions of the respective authorisation.
Minutes of the meeting with complete resolutions
The minutes from the annual general meeting will be available at the company and on the company's website, https://corporate.fasadgruppen.se.
For more information, please contact:
Magnus Blomberg, Head of IR & Group Controller
Mail: magnus.blomberg@fasadgruppen.se
About Fasadgruppen
Fasadgruppen Group AB (publ) acquires and develops entrepreneurial specialist companies that care for and create sustainable properties. The Group's subsidiaries possess expertise in all aspects of exterior work on properties, such as façades, windows, balconies and roofs. Common to most services is that they contribute to greater energy efficiency and a better living environment. Fasadgruppen is listed on Nasdaq Stockholm (ticker: FG). For more information, visit corporate.fasadgruppen.se.
