The Extraordinary General Meeting resolved that the number of Board members elected by the general meeting shall be seven.
The Extraordinary General Meeting resolved to elect Mats Ladeborn as a new member of the Board of Directors.
The Extraordinary General Meeting resolved that Mats Ladeborn shall receive a board fee calculated on a pro rata basis from the date of his election until the close of the 2027 Annual General Meeting, based on the annual board fee of SEK 259,000 resolved by the 2026 Annual General Meeting for each Board member other than the Chair, as well as committee fees, calculated on the same pro rata basis, for any committee of which he becomes a member.
The Extraordinary General Meeting resolved to amend the remuneration guidelines adopted by the 2026 Annual General Meeting to include the possibility for Board members to enter into consultancy agreements with Studsvik for services rendered outside of their ordinary board assignment.
In order to further enhance the incentive structure, the Extraordinary General Meeting resolved to adopt new Articles of Association, introducing an additional class of shares, Class E7 2026, to serve as an investment share class under the Company's long-term incentive program alongside the existing Class E1 2026 through Class E6 2026 shares resolved on the 2026 Annual General Meeting.
The Extraordinary General Meeting resolved to adopt a long-term performance-based share program for current and future members of the leadership team in the Studsvik Group, comprising not more than 10 employees ("Key Employee LTIP"). Participants in Key Employee LTIP must invest in Studsvik through the acquisition of Class E7 2026 shares, which shall be transferred at market value at the time of transfer, determined by an independent valuation institute using the Black & Scholes valuation model based on market conditions at the time of transfer. The outcome of the program is linked to share price performance, and Class E7 2026 shares may be converted into ordinary shares only to the extent that the relevant threshold is met at the measurement date in 2029, in accordance with the terms and conditions of the Class E7 2026 shares.
Participation is primarily contingent upon continued employment within the Group and continued holding of Class E7 2026 shares through the publication of the interim report for the first quarter of 2029. A total of up to 120,000 Class E7 2026 shares may be allocated under Key Employee LTIP. Upon maximum allocation, the dilution amounts to 1.38 percent of the number of shares and 0.14 percent of the votes, and upon maximum conversion to ordinary shares, the dilution amounts to 1.38 percent of the number of shares and 1.41 percent of the votes.
To ensure the delivery of Class E7 2026 shares within the framework of Key Employee LTIP, it was resolved to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, decide on a directed new issue of a maximum of 120,000 Class E7 2026 shares, the repurchase of such issued shares, and the transfer of such shares to participants in Key Employee LTIP.
The Extraordinary General Meeting also resolved to introduce a second long-term performance-based share program for the new Board member, Mats Ladeborn ("Board LTIP 2026/2029:2"), conditional upon his election to the Board. To be eligible to participate, Mats Ladeborn must make a private investment by acquiring Class E1 2026 through Class E6 2026 shares (the "Hurdle Shares") at market value, determined by an independent valuation institute using the Black & Scholes model. The outcome is linked to share price performance, and the Hurdle Shares may be converted into ordinary shares only to the extent that the relevant thresholds are met at the measurement date in 2029, in accordance with the terms and conditions of the Hurdle Shares.
Participation generally requires that Mats Ladeborn remain a member of the Board of Directors and continue to hold his Hurdle Shares through the publication of the interim report for the first quarter of 2029. The last day for allocation under the program is December 31, 2026. The maximum investment is 7,500 Hurdle Shares, and a total of up to 7,500 Hurdle Shares may be allocated. Upon maximum allocation, the dilution amounts to 0.09 percent of the number of shares and 0.01 percent of the votes, and upon maximum conversion to ordinary shares, the dilution amounts to 0.06 percent of the number of shares and 0.06 percent of the votes.
To ensure the delivery of Hurdle Shares under Board LTIP 2026/2029:2, it was resolved to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, decide on a directed new issue of a maximum of 7,500 shares, divided into 1,250 shares in each of Class E1 2026 through Class E6 2026, and the transfer of such shares to Mats Ladeborn.
STUDSVIK AB (publ)
The Board
_________________________________
For further information, please contact:
Karl Thedéen, CEO of Studsvik AB, +46 (0)155-22 10 00
