The material resolutions passed at Qliro's Annual General Meeting earlier today on 25 May 2026 are presented below. The meeting was held in Wigge & Partners Law KB's offices in Stockholm and by way of postal voting. All resolutions were passed in accordance with the Board's and the Nomination Committees' proposals as presented in the notice convening the meeting.
Approval of the income statement and balance sheet
The meeting resolved to approve the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2025.
Remuneration report
The meeting resolved to approve the Board's remuneration report pursuant to Chapter 8, section 53 a, of the Companies Act for the financial year 2025.
Dividend
The meeting resolved that no dividend should be paid for the financial year 2025.
Discharge from liability
The Board members and the Chief Executive Officer were discharged from liability for the financial year 2025.
Election of Board members and auditor
The meeting resolved to re-elect Patrik Enblad, Alexander Antas, Lennart Francke and Helena Nelson and new election of Francois Tornier as Board members. Patrik Enblad was re-elected as Chairman of the Board of Directors. Mikael Kjellman has declined re-election.
The registered audit company KPMG AB was re-elected as auditor. KPMG AB has announced that authorized public accountant Magnus Ripa will be the auditor in charge.
Remuneration to the Board members and the auditor
The meeting resolved on the following remuneration and other compensation for Board assignments to Board members who are elected by the Annual General Meeting and not employed by the company:
- SEK 600,000 (600,000) the Chairman of the Board of Directors and SEK 300,000 (300,000) each of the other members of the Board of Directors
- SEK 125,000 (125,000) to the Chairman and SEK 75,000 (75,000) to each of the other members of the risk-, capital-, audit- and compliance committee
- SEK 50,000 (50,000) to the Chairman and SEK 25,000 (25,000) to each of the other members of the remuneration committee.
The meeting resolved that the auditor's fees shall be paid against approved invoice.
Authorization for the Board of Directors to resolve on new issue of shares
The meeting resolved that the Board of Directors shall be authorized to, on one or several occasions until the next Annual General Meeting, resolve on new issues of shares and/or issue convertibles which may be converted into shares and/or issue warrants entitling to subscription of shares, with or without preferential rights for the shareholders.
The number of shares, convertibles or warrants that may be issued with deviation from the shareholders' preferential rights pursuant to the authorization may correspond to an increase of the share capital of twenty percent based on the number of shares in the company at the time of the Annual General Meeting's resolution.
The number of shares, convertibles or warrants that may be issued without deviation from the shareholders' preferential rights pursuant to the authorization may correspond to an increase in the share capital up to the limits of the number of shares and the share capital set out in the company's articles of association at the time of the issue.
Payment may be made with cash, by way of contribution or set off or with other conditions as referred to in Chapter 13, section 5, first paragraph, item 6 of the Companies Act. The purpose of the authorization is to bring in new owners of strategic importance to the company, to raise capital and to provide flexibility for acquisition of companies, businesses, or parts thereof.
The Board of Directors or the person appointed by the Board of Directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Resolution on a directed new issue of shares to participants in STIP 2025
The meeting resolved to carry out a directed issue of shares of not more than 53,455 new shares, entailing an increase in the share capital of SEK 149,674. The issue corresponds to a dilution of 0.16 percent. The issue is proposed in order to pay out part of the outcome of the Company's bonus program STIP 2025 in the form of shares. The right to subscribe for new shares shall be offered to participants in STIP 2025 ("STIP 2025 participants"). Each STIP 2025 participant is only entitled to subscribe for the number of shares corresponding to 25 percent of each individual's outcome under STIP 2025. Subscription and payment for the new shares shall take place during the period 25 May 2026 - 30 June 2026. The subscription price per share shall be SEK 18.20. The subscription price has been determined pursuant to the terms and conditions for STIP 2025 based on the market value of the Qliro share during a measurement period.
Resolution on adopting a long term incentive program 2026, including issue and transfer of warrants
The meeting resolved to adopt a long-term incentive program 2026 ("LTIP 2026"), and to carry out a directed issue and transfer of not more than 450,000 warrants, entailing an increase in the share capital of not more than SEK 1,260,000 if all warrants are exercised. The new issue corresponds to a dilution of 1.30 percent. The right to subscribe for the warrants shall vest in the wholly owned subsidiary QFS Incitament AB. The purpose of the issue is to instil an ownership interest among the participants in LTIP 2026 and for the warrants to be used to ensure that Qliro can deliver shares to participants who receive a bonus under LTIP 2026. The warrant may be exercised to subscribe for new shares during the period 1 July 2029 - 30 September 2029. The warrants are issued without compensation. The Subscription Price per share shall correspond to 200 percent of the volume weighted average price of the company's share on Nasdaq Stockholm during the ten (10) trading day period ending on 22 May 2026.
The warrants shall be allocated between the participants in LTIP 2026 in accordance with the following.
| Category | Maximum no. of persons | Maximum no. of warrants- per person |
| Executive management team | 8 | 100,000 |
| Other key persons | 40 | 60,000 |
In total, 450,000 warrants may be allocated. Over- or under subscription is not possible.
Resolution regarding delivery of shares within short term incentive program 2026 ("STIP 2026")
The meeting resolved to carry out a directed issue of 200,000 warrants, entailing an increase in the share capital of not more than SEK 560,000. The new issue corresponds to a dilution of 0.58 percent. The right to subscribe for the warrants shall vest in the wholly owned subsidiary QFS Incitament AB. The purpose of the issue to instil an ownership interest among the participants in STIP 2026 and for the warrants to be used to ensure that Qliro can deliver shares to participants who receive a bonus under STIP 2026. The warrant may be exercised to subscribe for new shares during the period commencing 1 March 2027 - 30 April 2027. The warrants are issued without compensation. The subscription price shall correspond to the volume weighted average price of Qliro's share on Nasdaq Stockholm during the ten last trading days of February 2027.
The meeting further resolved that the right to receive delivery of new shares within STIP 2026 shall be offered to up to 40 members of the management team and key persons in ("STIP 2026 participants"). Each STIP 2026 participant is only entitled to receive delivery of the number of shares corresponding to up to 45 percent of each individual's outcome under STIP 2026.
Resolution on a directed issue of warrants
The meeting resolved to carry out a directed issue of warrants of not more than 750,000 warrants, entailing an increase in the share capital of not more than SEK 2,100,000. The new issue corresponds to a dilution of 2.15 percent. The right to subscribefor the warrants shall vest in the subsidiary QFS Incitament AB. QFS Incitament AB shall transfer the warrants to Qliro's CEO, Christoffer Rutgersson, directly or indirectly against payment corresponding to the warrants' market value. The purpose of the new issue is to create a stronger ownership interest in the Company's CEO. The warrant may be exercised to subscribe for new shares during the period commencing 1 August 2029 - 31 July 2030. The Warrants are issued free of payment. The Subscription Price per new share shall correspond to 150 percent of the volume weighted average price of the company's share on Nasdaq Stockholm during the ten (10) trading day period ending on 22 May 2026.
For further information, please contact:
Christoffer Rutgersson
E-mail: ir@qliro.com
About Qliro AB
Qliro is a fintech company and the strategic growth partner for modern commerce, helping merchants turn every payment experience into a driver of sales, loyalty, and long-term profitability. Qliro is a credit market company under supervision of the Swedish Financial Supervisory Authority and has its registered address in Stockholm. Qliro's shares are listed on Nasdaq Stockholm under the ticker "Qliro".
For more information, please visit https://www.qliro.com/en-se/investor-relations
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