The Annual General Meeting (the “AGM”) of Fram Skandinavien AB (publ) (the ”Company”) was held today, on 19 May 2026, whereupon the shareholders primarily resolved on the following matters with the required majority.
Adoption of the income statement and balance sheet
The AGM adopted the income statement and balance sheet for the financial year of 2025.
Dispositions regarding the Company's result according to the approved balance sheet
The AGM resolved that no dividend is to be paid for the financial year 2025 and to allocate the Company’s results in accordance with the Board of Directors’ proposal in the annual report.
Discharge of liability for the members of the Board of Directors and the CEO
The AGM resolved to discharge the members of the Board of Directors and the CEO from liability for their administration during the 2025 financial year.
Determination of fees for the Board of Directors and auditor etc.
The AGM resolved, in accordance with the submitted proposal, that remuneration to the members of Board of Directors, for the period until the next annual general meeting, shall be paid with an annual fee corresponding to one price base amount (in 2026, this corresponds to SEK 59,200 excl. social charges) to each ordinary board member and the Chairman of the Board of Directors who is not employed by, and receives a salary from, the Company. The AGM also acknowledged that to the extent a board member performs work on behalf of the Company, in addition to its work as a board member, such board member shall be entitled to consulting fees and other compensation. Any compensation for such work must be invoiced with a total amount corresponding to the gross fee plus social charges. For the work performed by the Chairman of the Board of Directors, in addition to the work within the scope of the board, a fee corresponding to 9.5 price base amounts shall be paid.
It was further noted, in accordance with the submitted proposal, that all fee-entitled board members must, in order to receive the proposed remuneration, undertake to invest their entire respective total net amount of the fee in the acquisition of warrants of series 2026/2031 in accordance with the resolution on a directed issue of warrants as described below, for the purpose of simplifying tax reporting and achieving the objectives described in the proposal.
Further, the AGM resolved, in accordance with the submitted proposal, that the fees to the auditors shall be paid on approved accounts in accordance with customary billing standards.
Election of the Board of Directors and auditor
The AGM resolved, in accordance with the submitted proposal, that for the period up until the next annual general meeting, (i) re-elect Christopher Brinkeborn Beselin and Philip Lindqvist as ordinary board members and elect Hoa Trung Nguyen as new ordinary board member, (ii) re-elect Christopher Brinkeborn Beselin as Chairman of the Board of Directors and (iii) re-elect Annika Beselin as deputy board member. It was noted that the Board’s former board member Micael Steinbach has declined re-election.
Further, the AGM resolved, in accordance with the submitted proposal, that for the period up until the next annual general meeting, re-elect BDO Mälardalen AB as the Company’s auditing firm with Patrik Nygard as the principal auditor.
Resolution on a Directed Issue of Warrants of Series 2026/2031
The AGM resolved, in accordance with the submitted proposal and pursuant to Chapter 16 of the Swedish Companies Act (2005:551), on a directed issue of not more than 397,463 warrants of series 2026/2031, with deviation from the shareholders' preferential rights, entitling the holders to subscribe for 397,463 new B-shares in the Company.
The right to subscribe for the warrants was granted to the board members Hoa Trung Nguyen (up to 22,424 warrants), Philip Lindqvist (up to 20,929 warrants) and Christopher Brinkeborn Beselin, Chairman of the Board (up to 354,110 warrants) (the "Participants").
For more detailed information on the content of the resolutions, reference is made to the notice of the AGM, which is available on the Company’s website, https://investors.fram.asia/eng/.