At the Annual General Meeting (the "AGM") of Qflow Group AB, reg. no. 559384-0837, (the "Company") held on 17 June 2026, the following resolutions were adopted, among others. For more detailed information on the content of the resolutions, please refer to the notice of the AGM and the complete proposed resolutions.
Adoption of the balance sheet and income statement, appropriation of profits and discharge from liability
The AGM adopted the Company's income statement and balance sheet.
The AGM resolved to appropriate the Company's result in accordance with the proposal of the board of directors, meaning that no dividend is paid for the financial year 2025 and that the year's result is carried forward.
The AGM further resolved to discharge the members of the board of directors and the managing director from liability for the financial year 2025.
Remuneration to the board of directors and auditor
The AGM resolved that remuneration to the board of directors for the coming term of office shall be SEK 300,000 to the chairman of the board of directors and SEK 150,000 to each of the other members who are not employed by the Company, the Company's subsidiaries, or appointed by a major shareholder.
The AGM resolved that remuneration to the auditor shall be paid in accordance with approved invoice.
Election of the board of directors and auditor
The AGM resolved that the number of board members elected by the AGM shall be six ordinary members without deputies. For the period until the end of the next annual general meeting, the current board members Jeanette Reuterskiöld, Andreas Bruzelius, Olof Rudbeck, Vincenzo Marino and Jenny Moche were re-elected. Svante Hagman was elected as a new member. Svante Hagman was elected as chairman of the board of directors.
The AGM re-elected the registered audit firm Ernst & Young AB as the Company's auditor for the period until the end of the next annual general meeting. EY has informed that Martin Henriksson will remain as the auditor in charge for the period until the end of the next annual general meeting.
Resolution on set-off issue to former owners of Scior Geomanagement AB
The AGM resolved in accordance with the proposal of the board of directors on a directed issue in the Company of a maximum of 62 ordinary shares and a maximum of 248 preference shares of series H3, entailing an increase of the share capital by a maximum of SEK 1,043.911670 in total. The right to subscribe for the new shares shall be granted to creditors consisting of former owners of Scior Geomangement AB, reg. no. 556622-7483. The reason for the deviation from the shareholders' preferential right is to settle existing debts without burdening the Company's liquidity. The total issue proceeds amount to a maximum of SEK 710,458, corresponding to SEK 7,459 per ordinary share and SEK 1,000 per preference share. The basis for the subscription price is an agreement with the subscribers.
The resolution also requires approval by the general meeting of Quadratus Intressenter AB to be valid.
Resolution on set-off issue to former owners of Moresco Projektledning AB
The AGM resolved in accordance with the proposal of the board of directors on a directed issue in the Company of a maximum of 328 ordinary shares and a maximum of 1,312 preference shares of series H4, entailing an increase of the share capital by a maximum of SEK 5,522.629477 in total. The right to subscribe for the new shares shall be granted to creditors consisting of former owners of Moresco Projektledning AB, reg. no. 556856-6748. The reason for the deviation from the shareholders' preferential right is to settle existing debts without burdening the Company's liquidity. The total issue proceeds amount to a maximum of SEK 3,758,552, corresponding to SEK 7,459 per ordinary share and SEK 1,000 per preference share. The basis for the subscription price is an agreement with the subscribers.
The resolution also requires approval by the general meeting of Quadratus Intressenter AB to be valid.
Resolutions on directed issues to participants in Co-ownership Programs Spring 2026:1-5
The AGM resolved, in accordance with the proposal of the board of directors, on five directed issues to participants in co-ownership programs spring 2026:1-5 as set out below. The reason for the deviation from the shareholders' preferential right was to give the eligible subscribers the opportunity to invest and become shareholders of the Company. All issues below also require approval by the general meeting of Quadratus Intressenter AB to be valid.
Resolution on directed issue to participants in Co-ownership Program Spring 2026:1
The AGM resolved in accordance with the proposal of the board of directors on a directed issue in the Company of a maximum of 11 ordinary shares and a maximum of 20 preference shares of series H5, entailing an increase of the share capital by a maximum of SEK 104.391167 in total. The number of participants in co-ownership program spring 2026:1 is a maximum of one person. The total issue proceeds amount to a maximum of SEK 97,825, corresponding to SEK 7,075 per ordinary share and SEK 1,000 per preference share. The basis for the subscription price is an agreement with the subscriber.
Resolution on directed issue to participants in Co-ownership Program Spring 2026:2
The AGM resolved in accordance with the proposal of the board of directors on a directed issue in the Company of a maximum of 89 ordinary shares and a maximum of 165 preference shares of series I1, entailing an increase of the share capital by a maximum of SEK 855.334078 in total. The number of participants in co-ownership program spring 2026:2 is a maximum of five persons. The total issue proceeds amount to a maximum of SEK 801,528, corresponding to SEK 7,152 per ordinary share and SEK 1,000 per preference share. The basis for the subscription price is an agreement with the subscribers.
Resolution on directed issue to participants in Co-ownership Program Spring 2026:3
The AGM resolved in accordance with the proposal of the board of directors on a directed issue in the Company of a maximum of 55 ordinary shares and a maximum of 102 preference shares of series I2, entailing an increase of the share capital by a maximum of SEK 528.690749 in total. The number of participants in co-ownership program spring 2026:3 is a maximum of one person. The total issue proceeds amount to a maximum of SEK 503,610, corresponding to SEK 7,302 per ordinary share and SEK 1,000 per preference share. The basis for the subscription price is an agreement with the subscriber.
Resolution on directed issue to participants in Co-ownership Program Spring 2026:4
The AGM resolved in accordance with the proposal of the board of directors on a directed issue in the Company of a maximum of 84 ordinary shares and a maximum of 157 preference shares of series I3, entailing an increase of the share capital by a maximum of SEK 811.557137 in total. The number of participants in co-ownership program spring 2026:4 is a maximum of four persons. The total issue proceeds amount to a maximum of SEK 800,020, corresponding to SEK 7,655 per ordinary share and SEK 1,000 per preference share. The basis for the subscription price is an agreement with the subscribers.
Resolution on directed issue to participants in Co-ownership Program Spring 2026:5
The AGM resolved in accordance with the proposal of the board of directors on a directed issue in the Company of a maximum of 682 ordinary shares and a maximum of 2,026 preference shares of series I4, entailing an increase of the share capital by a maximum of SEK 9,119.073552 in total. The number of participants in co-ownership program spring 2026:5 is a maximum of 67 persons. The total issue proceeds amount to a maximum of SEK 7,113,038, corresponding to SEK 7,459 per ordinary share and SEK 1,000 per preference share. The basis for the subscription price is an agreement with the subscribers.
Resolution on authorisation to issue shares
The meeting resolved in accordance with the proposal of the board of directors on an authorisation for the board of directors to, during the period from registration of the authorisation until the end of the next annual general meeting, on one or more occasions, with or without deviation from the shareholders' preferential right, resolve on the issue of shares, warrants and/or convertible bonds, provided that the total number of shares, warrants and/or convertible bonds issued under the authorisation shall be within the limits of the share capital according to the articles of association in force at the time of the resolution to issue.
About Qflow Group:
Qflow Group brings together the best consultants within the built environment sector, and together we create a smarter and more sustainable society - driven by innovation and collaboration for the future.
Today, Qflow consists of 36 companies with approximately 1,200 consultants, generating around SEK 2.2 billion in revenue. The group is a leading player in the consulting market within the built environment sector, bringing together top specialists in the industry.
Within our network, we connect the best consultants to create better flow in the construction and infrastructure industry. We achieve this through smarter project management and technical solutions. Together, the Qflow Group helps bridge fragmented value chains and create synergies between stakeholders that drive innovation and development.
For further information, please contact:
Martin Dahlgren, CEO
Martin.dahlgren@qflow.se
+46 76 788 97 00
