The Annual General Meeting (“AGM”) of Cavotec Group AB (publ), 559525-5877, (the “Company”) was held today, 2 June 2026, in Stockholm, Sweden. The AGM was conducted with both physical participation and advance voting.
The AGM resolved on all proposed matters in accordance with previously published proposals. Below is a summary of the main decisions taken.
Adoption of the income statement and the balance sheet
The AGM adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet, as included in the annual report for the financial year 2025.
Allocation of results
The AGM resolved that no dividend is paid for the financial year 2025 and that available funds shall be carried forward in the new accounts.
Discharge from liability
The AGM resolved to discharge each of the board members and the CEO from liability for the management in 2025.
Board of directors and auditor
The AGM resolved that the board of directors shall consist of six directors and to choose a registered auditing firm as the Company’s auditor.
The AGM resolved that board remuneration shall be paid with SEK 920,000 to the chairman of the board of directors and with SEK 380,000 to each of the other board members. It was further resolved that remuneration for committee work shall be paid with SEK 125,000 to the chairman of the audit committee, with SEK 70,000 to each of the other members of the audit committee, with SEK 110,000 to the chairman of the remuneration committee, and with SEK 55,000 to each of the other members of the remuneration committee.
The AGM also resolved that the remuneration for the auditor shall be paid in accordance with approved invoice.
The AGM resolved to re-elect Niklas Edling, Annette Kumlien and Peter Nilsson and to elect Karin Falk, Keld Pedersen and Gösta Johannesson as board members until the end of the next AGM. It was further resolved to elect Niklas Edling as chair of the board of directors.
The AGM resolved to re-elect Öhrlings PricewaterhouseCoopers AB as the Company’s auditor, with the authorised public accountant Patrik Adolfsson as auditor in charge.
Approval of the remuneration report 2025
The AGM resolved to approve the remuneration report for 2025.
Guidelines for remuneration to senior executives
The AGM resolved, in accordance with the board of directors’ proposal, to adopt guidelines for remuneration to senior executives.
Adoption of long-term incentive program 2026 (LTI 2026)
The AGM resolved, in accordance with the board of directors’ proposal, to adopt a long-term incentive program in the form of performance shares for the CEO, CMT and other senior key employees (“LTI 2026”). The purpose of the program is to attract, engage and retain key employees while aligning their interests with those of the shareholders and the Company. The maximum number of performance shares that may be allocated under LTI 2026 is 1,555,000.
The performance shares vest over a three-year period and allocation is subject to the fulfilment of certain performance conditions. The performance condition is linked to the Company’s absolute total shareholder return (TSR) during the period from the publication of the Q4 2025 report until the publication of the Q4 2028 report.
At maximum allocation, including shares used to hedge social security costs, the total dilution amounts to approximately 1.72 per cent of the Company’s shares and votes.
Hedging measures for LTI 2026
The AGM also resolved on hedging measures for LTI 2026 by authorising the board of directors to resolve on the issue of up to 1,866,000 redeemable and convertible C shares, to repurchase all issued C shares and, following conversion into ordinary shares, to transfer up to 1,555,000 own ordinary shares to participants in LTI 2026, as well as to transfer up to 311,000 own ordinary shares on Nasdaq Stockholm, at a price within the prevailing price interval, before the next AGM.
Authorisation for the board of directors to issue shares, warrants and/or convertibles
The AGM resolved, in accordance with the board of directors’ proposal, to authorise the board of directors during the period up until the next AGM, on one or more occasions, to resolve on new issues of ordinary shares, warrants and/or convertibles, with or without deviation from the shareholders’ preferential rights. The total number of shares that may be issued, by way of a new share issue, exercise of warrants or conversion of convertibles, by virtue of the authorisation shall not exceed ten (10) per cent of the total number of shares in the Company at the time of the AGM. New issues may be made against cash consideration, by contribution in kind or payment by set-off.