Pamica Group AB (publ) held its Annual General Meeting today, 26 May 2026. The Annual General Meeting decided, with the required majority, in accordance with all the proposals submitted by the board and the Nomination Committee, which were included in the notice.
Election of board and auditor
The Annual General Meeting decided that the Board of Directors, for the period until the next Annual General Meeting, shall consist of six ordinary members elected by the General Meeting, without deputies. The Annual General Meeting decided on the re-election for a term until the next Annual General Meeting of Board members Tomas Franzén, Ulrika Saxon, Johan Ryding, Jan Klippvik, Lina Stolpe and Ulrika Valassi. Tomas Franzén was re-elected chairman of the board.
The Company shall have an auditor but not a deputy auditor. The Annual General Meeting decided on re-election of KPMG as auditor for the period until the end of the annual general meeting in 2027. KPMG has informed the company that the authorized auditor Jonas Eriksson will serve as auditor in charge.
Adoption of the income statement and balance sheet, the consolidated income statement and balance sheet, and dividend
The Annual General Meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for 2025. The Annual General Meeting also decided that retained earnings at the disposal of the Annual General Meeting of SEK 2,956,458,214 shall be carried forward to new accounts.
Resolution regarding approval of acquisition
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to approve a transaction regarding the acquisition of all shares in Pamica 5 Invest 2 AB (reg. no. 559527-3631) (the "Target Company"), whereby the acquisition is referred to as the "Transaction". Through the Transaction, Pamica Group AB acquires the operating company Aluhak Gruppen AS (Norwegian reg. no. 925,060,461) and its subsidiaries. The purchase price in the Transaction shall be paid through a contribution in kind issue, described below.
Resolution regarding new share issue
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, on a directed new share issue of not more than 2,396,197 shares, entailing an increase in the share capital of no more than SEK 15,329.269775. For each subscribed share, approximately SEK 42.06 shall be paid, which in total amounts to SEK 100,776,950.
The right to subscribe for the shares shall, by way of deviation from the shareholders' pre-emption rights, be granted solely to Pamica 5 AB, Nye Ytrevoll Holding AS and SBI Holding AS. The subscribers shall pay for their subscribed shares by way of contribution of non-cash consideration (contribution in kind) in the form of their respective shareholdings in the Target Company.
The new shares shall carry entitlement to dividends as from the date on which the shares have been entered in the share register.
Resolution regarding authorisation for the Board of Directors to resolve on issue of shares, convertibles and warrants
The Annual General Meeting resolved to authorise the Board of Directors to, up until the next Annual General Meeting, on one or more occasions, by way of or without deviation from the shareholders' pre-emption rights, resolve on new issue of shares and/or issue of warrants, entitling to subscription of new shares and/or issue of convertibles, entitling to conversion into new shares. Such issuing may take place with or without a provision on non-cash payment, set-off or other conditions.
The authorisation may only be used by the Board of Directors to enable capital raising and shareholder distribution prior to and/or in connection with the listing of the Company's shares and the number of shares issued under the authorisation, may not in total exceed ten (10) percent of the Company's votes and capital at the time of exercise of the authorisation.
Resolution regarding implementation of a warrant-based incentive program 2026/2029 I for senior executives and key personnel
The Annual General Meeting resolved to implement a warrant-based incentive program for the Company group's senior executives and key personnel (employees and consultants in the Company's group and board members in the portfolio companies) ("Incentive program 2026/2029 I") through a directed issue of not more than 985,110 warrants (Sw. Teckningsoptioner) with the right to subscribe for newly issued shares in the Company and to approve that such warrants are transferred from the Company on terms and conditions that are described in more detail in the notice of the Annual General Meeting.
Resolution regarding implementation of a warrant-based incentive program 2026/2029 II for Board members
The Annual General Meeting resolved to implement a warrant-based incentive programme for the Company's board members ("Incentive program 2026/2029 II"), through a directed issue of a maximum of 59,400 warrants entitling the holder to subscribe for newly issued shares in the Company and to approve the transfer of such warrants on terms and conditions that are described in more detail in the notice of the Annual General Meeting.
Resolution regarding implementation of a long-term incentive program in the form of a performance-based share savings program Management LTI 2026 for certain persons in the management team
The Annual General Meeting resolved to implement a long-term incentive program in the form of a performance-based share savings program ("Management LTI 2026") for certain persons in the management team, through a directed new share issue of not more than 297,297 shares and new issue of no more than 1 189 188 shares to the Company, on terms and conditions that are described in more detail in the notice of the Annual General Meeting.
Exemption from liability and fees
The Annual General Meeting granted discharge from liability for the members of the board and the CEO for the financial year 2025 and approved the nomination committee's proposal regarding fees to the board and auditor.
The decisions in full
The adopted decisions in full are available at www.pamica.se.
Contacts
Jan-Olof Svensson, CEO, janolof.svensson@pamica.se, +46 733 730 080
Louise Ankarcrona, CFO, louise.ankarcrona@pamica.se, +46 703 094 852
Johan Hähnel, IR, johan.hahnel@pamica.se, +46 706 056 334
About Pamica Group
Pamica Group acquires small and medium-sized companies, develops them together with successful entrepreneurs, makes them long-term successful and thereby creates value and prosperity. The group has a long-term ownership horizon with high growth ambitions - through organic growth, add-on acquisitions and by increasing the number of platform companies.
We were created by over 200 Swedish entrepreneurs who built companies themselves and who with their broad network, industrial competence and business acumen contribute to our companies' development. The group, with headquarters in Halmstad, Sweden, includes 16 business groups.
