The shareholders of GARO Aktiebolag (publ) ("GARO" or the "Company"), Reg. No. 556051-7772, are hereby invited to attend the Annual General Meeting (the "AGM") to be held at 5 p.m. CEST on 13 May 2026 at the Company's premises on Järnvägsgatan 35 in Hillerstorp, Sweden. Registration will commence at 4 p.m. CEST.
A. RIGHT TO PARTICIPATE IN THE AGM
A person who wishes to participate in the AGM must:
firstly, be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 5 May 2026, and
secondly, notify the Company of its intention to attend the AGM under the address GARO AB, "AGM", P.O. Box 203, SE-335 25 Gnosjö, Sweden, by calling +46 (0)370 332 800 or by e-mail to arsstamma@garo.se, no later than 7 May 2026.
In connection with notification, shareholders must state their name, address, telephone number, personal or corporate identity number and number of any assistants. Shareholders or proxies for shareholders at the AGM may take a maximum of two assistants with them to the AGM. Assistants may accompany to the AGM only if the shareholder gives notice of their attendance in connection with the shareholder's own notification of participation.
For shareholders who wish to be represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued for the representative. Form of proxy is available on the Company's website, https://www.garogroup.se/en, and will be sent by mail to shareholders who contact the Company and state their address. If the shareholder is a legal entity, copy of certificate of incorporation, or corresponding authorisation document for the legal entity, must be attached. In order to facilitate the registration at the meeting, the power of attorney together with any registration certificate and other authorisation documents should be sent to the Company at the address set out above in connection with the notice of participation.
Nominee-registered shares
In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register concerning the circumstances on 5 May 2026. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee's routines at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than 7 May 2026 will be taken into account in the presentation of the share register.
B. AGENDA OF THE AGM
Proposal for agenda
Proposals
Proposals by the Nomination Committee (Items 2 and 10-13)
The Nomination Committee prior to the AGM 2026 has comprised of the Chairperson, Niklas Bogefors, appointed by Lars Svensson, Tomas Risbecker, appointed by Svolder AB (publ) and Lars Kongstad appointed by Volador AB. Lars Kongstad replaced Rickard Blomqvist on 4 February 2026. The Company's Chairperson of the Board of Directors, Axel Barnekow Widmark, has been co-opted to the Nomination Committee. The Nomination Committee, has made the following proposals in respect of the AGM 2026:
Chairperson of the AGM: The Chairperson of the Board of Directors, Axel Barnekow Widmark, shall be elected Chairperson of the AGM.
Board of Directors: The number of Board members shall be six (without deputies). Re-election shall be made of the Board members Axel Barnekow Widmark, Kristine Lindberg, Rickard Blomqvist, Johan Paulsson and Lars Kongstad, and new election shall be made of Jacob Jonmyren. Re-election shall be made of Axel Barnekow Widmark as the Chairperson of the Board. Martin Althén has declined re-election.
Additional information on Board member proposed for new election, Jacob Jonmyren, is set out below. Information about all Board members proposed for re-election is available on the Company's website, https://www.garogroup.se/en.
Jacob Jonmyren, born 1980, holds a Master of Science in Economics and Business Administration from the Stockholm School of Economics and has extensive experience as a board member and Chair of the Board in both public and private companies. He previously served as a partner, portfolio manager, and head of research at the equity hedge fund RAM One AB, where he was responsible for fundamental analysis, investments, and portfolio management in Nordic listed companies. He is also a member of the Investment Committee of the Handelshögskoleföreningen as well as the Ruth and Richard Julin Foundation. Among other roles, he is Chair of the Board of Coffe Stain Group AB (publ) and a board member of Embracer Group AB (publ) and Asmodee Group AB (publ). Jacob Jonmyren does not hold any shares in GARO and is considered independent in relation to the company, its management and GARO's major shareholders.
Board and Committee fees: The Board and Committee fees are proposed to be unchanged. Board fees, excluding Committee fees, shall be paid in a total of SEK 2,225,000, of which SEK 725,000 to the Chairperson of the Board and SEK 300,000 to each of the other Board members elected by the General Meeting who are not employed by the group. Fees for assignment in the Audit Committee shall be paid in a total of SEK 200,000 (based on an unchanged number of committee members), of which SEK 100,000 to the Chairperson and SEK 50,000 to each of the other members of the Audit Committee. Fees for assignment in the Remuneration Committee shall be paid in a total of SEK 100,000 (based on an unchanged number of committee members), of which SEK 50,000 to the Chairperson and SEK 25,000 to each of the other members of the Remuneration Committee.
Auditor and auditor fees: The number of auditors shall be one without deputies. In accordance with the Audit Committee's recommendation, the registered audit firm Ernst & Young AB is proposed for re-election as GARO's auditor for a period of one year until the end of the AGM 2027. Ernst & Young AB has notified that the authorised public accountant Carolina Timén will be auditor in charge, if Ernst & Young AB is elected as auditor by the AGM. The auditor's fee is proposed to be paid according to approved invoice.
Proposed appropriation of the Company's profit (Item 9 b)
The Board proposes that no dividend is distributed for the financial year 2025 and that the retained earnings shall be carried forward.
Resolution on guidelines for remuneration for senior executives (Item 15)
The Board of Directors proposes that the Annual General Meeting 2026 resolves on the following guidelines for remuneration for senior executives. In relation to the current guidelines, the proposal mainly implies certain editorial amendments. The Board of Directors has not received any views from the shareholders on the existing guidelines for remuneration to senior executives.
Scope of the guidelines, etc.
The persons that during the guidelines duration are part of the Group management and other senior executives that report directly to the CEO and Board Members that are employed by the company, hereinafter referred to as "senior executives", fall within the provisions of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2026. These guidelines do not apply to any remuneration decided or approved by the General Meeting.
If a Board Member conducts work for the company that is not Board work, remuneration shall be paid on market terms taking into account the nature and effort of the work. The remuneration shall be determined by the Board (or the General Meeting if required by law). Board Members employed by the company shall not receive separate remuneration for Board assignments in the company or affiliate companies.
Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
The guidelines' promotion of the company's business strategy, long-term interests and sustainability
In short, the company's business strategy is to, with a focus on innovation, sustainability and design, provide profitable complete solutions for the electrical industry. For more information regarding the company's business strategy, please see https://www.garogroup.se/en/our-mission. A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.
Variable cash remuneration covered by these guidelines shall aim at promoting the company's business strategy and long-term interests, including its sustainability.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the General Meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration. The Board of Directors has proposed that the Annual General Meeting 2026 resolves on a long-term incentive program through issuance and transfer of subscription warrants to the CEO. The Annual General Meeting 2025 resolved on a long-term incentive program through the issuance and transfer of subscription warrants to key individuals in the group.
Variable cash remuneration
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration for the CEO may not amount to more than MSEK 2 per year and shall not be pensionable income. The variable cash remuneration to other senior executives shall not exceed 30 per cent of the fixed annual cash salary. The variable cash remuneration shall be linked to clear performance related criteria in easy and transparent designs. The criteria can be financial, non-financial or be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company's business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive's long-term development. Currently, these criteria include among others sales and earnings based financial criteria.
When the measurement period has ended, an assessment/evaluation to which extent the criteria for awarding variable cash remuneration have been satisfied shall be made. The Board of Directors is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on established financial data for the relevant period.
Pension benefits
For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the pensionable income. For other executives, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the pensionable income.
Other benefits
The non-cash remuneration to the Group management, e.g. car allowance, computer, cell-phone, additional private health insurance or private health service, can be paid to the extent considered to be in accordance with relevant market terms for senior executives at other corresponding positions on the market on which the company operates. Such benefits may amount to not more than 15 per cent of the fixed annual cash salary.
Termination of employment
The notice period may not exceed twelve months if notice of termination of employment is made by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the CEO's fixed cash salary for two years, and one year for other executives. The period of notice may not exceed six months without any right to severance pay when termination is made by the executive.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to executives and remuneration to other employees will be disclosed in the remuneration report.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The Remuneration Committee's tasks include to prepare the Board of Directors' proposal for guidelines for remuneration to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The CEO and other members of the executive management do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. As set out above, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
Resolution on authorisation for the Board of Directors to resolve on new issues of shares in connection with acquisitions (Item 16)
The Board of Directors proposes that the AGM resolve to authorise the Board of Directors to, on one or several occasions up to the next AGM, with or without deviation from the shareholders' preferential right, resolve on new issues of shares in connection with acquisitions. The total number of shares that may be issued, by way of a new share issue, by virtue of the authorisation shall be within the limits of the Articles of Association and not exceed ten (10) percent of the total number of shares in GARO at the time of the Board of Directors' resolution. The authorisation includes a right to resolve on new issues by contribution in kind or payment by set-off in connection with acquisitions. The issue price shall, in the case of deviation from the shareholders' preferential right, be determined in accordance with market practice. The Board of Directors shall be entitled to determine other terms of the issue.
The purpose of the authorisation, and the reason for deviation from the shareholders' preferential right, is to enable the Company to acquire companies, businesses or parts thereof.
The Board of Directors, the CEO or a person appointed by one of them shall be entitled to make any minor adjustments to the above decision that might be required in connection with registration with the Swedish Companies Registration Office.
Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of own shares (Item 17)
The Board of Directors proposes that the AGM resolve to authorise the Board of Directors to resolve on acquisition of own shares, on the following terms and conditions:
Furthermore, the Board of Directors proposes that the AGM resolve to authorise the Board of Directors to resolve on transfer of own shares, with deviation from the shareholders' preferential right, on the following terms and conditions:
The purpose of the proposed authorisation, and the reason for the deviation from the shareholders' preferential right as regards the transfer of own shares, is to enable financing of acquisitions by using own shares and to enable the Board of Directors to continuously adapt GARO's capital structure to the Company's capital requirements by cancellation of shares.
The Board of Directors has presented a reasoned statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act.
The Board of Directors shall be entitled to resolve on the other terms and conditions for repurchase and transfer of own shares. The Board of Directors, or the person appointed by the Board of Directors, is authorised to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors' resolution on repurchase and transfer of own shares.
Resolution on incentive program for the CEO by way of (A) directed issue of subscription warrants and (B) transfer of subscription warrants of series 2026/2029 (Item 18)
The Board of Directors proposes that the AGM 2026 resolves on an incentive program for the incoming CEO Tobias Byfeldt (the "CEO") based on issue and transfer of subscription warrants ("Warrant Program 2026/2029") on the following conditions.
The purpose of the incentive program is to offer the CEO the opportunity to take part in the long-term increase in value that is related to GARO's joint goals and the strategic initiatives that shall be given priority within the group. The Board of Directors believes that it is of benefit to the Company and the shareholders that the CEO is in this way given a personal ownership commitment in the Company. An incentive program is also expected to contribute to the possibilities to recruit and retain competent, motivated and committed employees and to being a competitive and attractive employer. The structure of the program is estimated to contribute to the fulfilment of the Company's long-term business plan, strategy and financial targets.
A. Issue of subscription warrants
In order to implement the Warrant Program 2026/2029, the Board proposes that the AGM resolves on a directed issue of subscription warrants with deviation from the shareholders' preferential right on the following conditions.
B. Transfer of subscription warrants
In order to implement the Warrant Program 2026/2029, the Board proposes that the AGM resolves to approve that transfer of subscription warrants is made from the Company to the CEO on the following conditions.
Reason for deviation from the shareholders' preferential right
The reason for the deviation from the shareholders' preferential right is that the Board wishes to create an incentive program which offers the CEO the opportunity to take part in the long-term increase in value of the Company share. The basis for the subscription price is the market value of the share at the time of issue.
Costs, dilution etc.
The costs for the program will mainly consist of limited costs for the implementation and administration of the program. For this reason, no hedging arrangements for the program have been made.
Assuming that all 500,000 subscription warrants in the Warrant Program 2026/2029 are exercised for subscription of new shares, the Company's share capital will increase by a maximum of SEK 200,000, resulting in a maximum dilution effect equivalent to approximately 0.4 per cent calculated as the number of new shares in proportion to the number of existing shares. The above is subject to re-calculations of the subscription warrants in accordance with the customary terms stated in the complete terms and conditions.
Outstanding incentive programs
Under the company's existing incentive programme TO 2025/2028 series 2, which includes subscription warrants to key employees in the group, the participants have acquired a total of 225,000 subscription warrants, whereby each warrant entitles the holder to subscribe for one (1) share, which corresponds to a dilution corresponding to approximately 0.45 per cent and, together with the Warrant Program 2026/2029, approximately 0.85 per cent calculated as the number of new shares in proportion to the number of existing shares. Subscription warrants in series TO 2025/2028 series 2 can be exercised between 30 June 2028 and 15 December 2028. The subscription price corresponds to SEK 28.37 per share. All subscription warrants acquired by the former chief executive officer within TO 2025/2028 series 1 have been repurchased by the company and will not be exercised for subscription of new shares.
The preparation of the proposal
The Board's proposal has been prepared by the Board's Remuneration Committee and the Board. The Remuneration Committee has consulted the Company's three largest shareholders in connection with the preparation of the proposal in order to receive feedback and suggestions on the form of the proposal. These shareholders are positive to the final proposal although it shall be noted that they are not legally obliged to support the proposal at the general meeting.
Authorisation
The Board of Directors proposes that the Chairman of the Board, or a person appointed by the Board, is authorised to make any minor adjustments that might be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirement
The resolution of the general meeting above is proposed to be adopted as one joint resolution. A valid resolution requires that shareholders representing at least nine tenths (9/10) of the votes cast and the shares represented at the general meeting support the resolution.
C. NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and voting rights in the Company amounts to 50,000,000. The Company does not hold any own shares.
D. AVAILABLE DOCUMENTATION
The financial statements and the auditor's statement, the remuneration report for the financial year 2025, the auditor's statement regarding whether the remuneration guidelines have been complied with, the Board's complete proposals for resolutions under items 15-18 and the Board's reasoned statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act, will be available at the Company and on the Company's website https://www.garogroup.se/en no later than three weeks before the AGM. In other respects, the complete proposals are set out under each respective item in the notice.
Information about all Board members proposed for election and the Nomination Committee's reasoned statement etc. are available on the Company's website https://www.garogroup.se/en.
The documents will be sent free of charge to shareholders who so request and state their address.
E. Special majority requirements
Resolutions in accordance with the Board of Directors' proposals under item 16 and 17, respectively, require the approval of shareholders representing at least two-thirds of the votes cast and the shares represented at the AGM.
The Board of Directors' proposals under item 18 are proposed to be adopted as one joint resolution. A valid resolution requires the approval of shareholders representing at least nine tenths (9/10) of the votes cast and the shares represented at the AGM.
F. SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION AT THE AGM
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, at the AGM provide information regarding circumstances that may affect the assessment of an item on the agenda, the assessment of the Company's or its subsidiaries' financial situation and the Company's relation to another group company.
G. PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
If you have questions regarding our processing of your personal data, you can contact us by emailing arsstamma@garo.se. GARO Aktiebolag (publ) has company registration number 556051-7772 and the Board's registered office is in Gnosjö.
Gnosjö in April 2026
GARO Aktiebolag (publ)
The Board of Directors
For more information, please contact:
Helena Claesson, CFO +46 (0)70 676 07 50
GARO AB (publ) Corp. Reg. No. 556071-7772 is a company that develops, manufactures and markets innovative products and systems for the electrical installations market under its own brand. GARO's customer offering is to provide complete solutions in the product areas of Electrical distribution products, E-mobility, Project business & Temporary Power with a focus on electrical safety, user-friendliness and sustainability. GARO was founded in 1939, has its head office in Gnosjö and is today an international company with operations in several countries. GARO is listed on Nasdaq Stockholm under the ticker name GARO. For more information, see www.garo.se