The shareholders of NYAB AB (reg. no. 559488-0667) ("NYAB") are hereby summoned to the Annual General Meeting that will be held on 21 April 2026 at 13:00 CEST at Vetenskapens hus, Storgatan 53, Luleå, Sweden. Entry and registration will commence at 12:30 CEST. The Annual General Meeting will be held in Swedish. Shareholders will not be able to participate in the Annual General Meeting through postal voting in advance.
Right to participate
A shareholder who wishes to participate and to have the right to cast votes at the Annual General Meeting, in person or via proxy, must:
Notice of participation shall be submitted by e-mail to GeneralMeetingService@euroclear.com or by mail to NYAB AB, "Annual General Meeting", c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden. The notice of participation shall be marked "Annual General Meeting NYAB AB", include the shareholder's name, personal identity number or corporate registration number, telephone number and the number of shares to be represented at the Annual General Meeting, as well as information on any accompanying assistants (not more than two). Shareholders can also submit their notice of participation electronically with identity verification through BankID at euroclear.com/sweden/generalmeetings/.
All shareholders, assistants and proxy representatives present at the Annual General Meeting must be capable of proving their identity upon the company's request at the location of the meeting.
Holders of nominee-registered shares
Holders of nominee-registered shares, including holders of link securities registered through Euroclear Finland Oy, must request to be temporarily registered for voting rights in the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to have the right to participate in the Annual General Meeting. Only voting rights registrations completed no later than on 15 April 2026 will be taken into account. Shareholders must therefore contact their custodian well in advance of this date and request voting rights registration in accordance with the custodian's routines.
Proxy representatives
Shareholders may participate in the Annual General Meeting via proxy. Proxy representatives must, at the Annual General Meeting, present a dated power of attorney signed by the shareholder and any other authorisation documents as applicable (including, where the shareholder is a legal entity, an up-to-date certificate of registration). Shareholders are asked to submit copies of such powers of attorney and authorisation documents to the company in connection with giving notice of participation in accordance with the above. Powers of attorney may not be older than one (1) year unless a longer validity period (maximum five (5) years) is explicitly stated. Proxy forms are available at the company's website, http://www.nyabgroup.com/en/investors/administration/general-meeting/, and may also be ordered by contacting the company.
The Board of Directors proposes that the following matters are addressed at the Annual General Meeting:
1. Opening of the meeting
2. Election of Chair of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the group auditor's report
8. Resolution regarding adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
9. Resolution regarding allocation of the company's result in accordance with the adopted balance sheet
10. Resolution regarding discharge from liability for the members of the Board of Directors and the CEO
11. Resolution regarding the number of members of the Board of Directors and deputy members of the Board of Directors, as well as the number of auditors and deputy auditors
12. Resolution regarding remuneration to the members of the Board of Directors and auditor
13. Election of members of the Board of Directors and Chair of the Board of Directors
14. Election of auditor
15. Resolution regarding authorisation of the Board of Directors to resolve on issuances
16. Resolution regarding Long-Term Incentive Plan 2026-2029 and share delivery arrangements in respect thereof
17. Resolution regarding guidelines for remuneration to senior executives
18. Closing of the meeting
C. Resolution proposals
Election of Chair of the meeting (item 2)
The Nomination Committee proposes that attorney-at-law Mattias Friberg, or the person appointed by the Board of Directors in the event of his absence, is elected Chair of the Annual General Meeting.
Resolution regarding allocation of the company's result in accordance with the adopted balance sheet (item 9)
The Board of Directors proposes that a dividend to shareholders of EUR 0.014 per share, equalling a total of EUR 9,964,341.044, is paid in Swedish kronor as follows. The dividend amount per share shall be converted into and paid in Swedish kronor based on the exchange rate published by the Sveriges Riksbank on 20 April 2026, with the amount rounded down to the nearest whole öre. The Board of Directors proposes that the record date for the dividend shall be 23 April 2026. If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be paid on 28 April 2026.
The Board of Directors' proposal regarding allocation of the company's result is presented in full on page 78 in the annual report for the financial year 2025, which is available as set out below.
Resolution regarding the number of members of the Board of Directors and deputy members of the Board of Directors, as well as the number of auditors and deputy auditors (item 11)
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the Board of Directors shall consist of seven (7) ordinary members with no deputy members and that one (1) registered audit firm shall be elected as auditor of the company with no deputy auditor.
Resolution regarding remuneration to the members of the Board of Directors and auditor (item 12)
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the following remuneration shall be paid to the members of the Board of Directors.
The Chair of the Board of Directors is paid an annual remuneration of EUR 66,000, and other members of the Board of Directors, who are not employed by NYAB group companies, are paid an annual remuneration of EUR 43,000 each. In addition, the Chair of the Audit Committee and the Chair of the Remuneration Committee are paid an annual remuneration of EUR 12,000 each, and other members of the Audit Committee and the Remuneration Committee are paid an annual remuneration of EUR 6,000 each.
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, remuneration to the auditor shall be paid in accordance with invoices that the company has approved.
Election of members of the Board of Directors and Chair of the Board of Directors (item 13)
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, re-election of the current members of the Board of Directors Jan Öhman, Lars-Eric Aaro, Barbro Frisch, Johan Larsson, Johan K Nilsson and Kim Wiio, and new election of Ingrid Stenmark as member of the Board of Directors. Jan Öhman is proposed to be re-elected as Chair of the Board of Directors. Jari Suominen has declined re-election to the Board of Directors.
Election of auditor (item 14)
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, in accordance with the recommendation of the Audit Committee, the registered audit firm Ernst & Young AB shall be re-elected as auditor. Ernst & Young AB has informed that the Authorised Public Accountant Charlotte Holmstrand will in such case be appointed as new auditor in charge.
Resolution regarding authorisation of the Board of Directors to resolve on issuances (item 15)
The Board of Directors proposes that the Board of Directors shall be authorised, for the period until the next Annual General Meeting, to, at one or several occasions, with or without deviation from the shareholders' preferential rights, against payment in cash, payment in kind or payment through set-off, or otherwise with conditions, resolve to issue new shares, convertibles and/or warrants. The total number of issued new shares, including, if convertibles and/or warrants are issued, the number of shares (before potential recalculations) that may be issued upon conversion of convertibles and/or through exercise of warrants, shall not exceed twenty (20) percent of the number of shares in the company as at the date of the notice to the Annual General Meeting.
The purpose of the authorisation, and the reason for the possibility to deviate from the shareholders' preferential rights, is to (i) carry out offerings in order to, e.g., procure capital, improve capital structure, diversify the shareholder base and/or improve the preconditions for trading liquidity of the company's shares and/or (ii), in a prompt and cost-effective manner, procure capital, carry out acquisitions or make use of other strategic opportunities that relate to the company's business operations.
The authorisation entitles the Board of Directors to resolve on all terms and conditions of the issuance of shares, convertibles and/or warrants. The value transferred to the company through issues by virtue of the authorisation shall be on market terms and may include a market-based issue discount.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make such minor adjustments to this resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.
For a valid resolution by the Annual General Meeting in accordance with the Board of Directors' proposal, the resolution must be supported by shareholders holding no less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Resolution regarding Long-Term Incentive Plan 2026-2029 and share delivery arrangements in respect thereof (item 16)
1. BACKGROUND AND MOTIVATION
2. PROPOSAL REGARDING LONG-TERM INCENTIVE PLAN 2026-2029
2.1 Structure
2.2 Allocation
| Allocation (Current number of Participants) | Performance Share Right (Maximum number of Performance Share Rights per Participant) |
| New members of the Executive Management Team (4 persons) | 340,000 |
| Total (4 persons) | 1,040,000 |
2.3 Performance Criterion
| TSR 2025-2028 | |||
| Performance level | Minimum | Target | Maximum |
| TSR (SEK) | 6.50 | 7.60 | 9.40 |
| Performance Share allocation % | 30 % | 60 % | 100 % |
2.4 Other conditions
2.5 Estimated costs, effects on key ratios and plan size
2.6 Preparation of the proposal
3. SHARE DELIVERY ARRANGEMENTS
The Board of Directors proposes that the Annual General Meeting 2026 resolves to secure delivery of shares under the plan by NYAB entering into share swap arrangements with a third party, whereby the third party in its own name will acquire and transfer/sell shares in NYAB to the Participants in the long-term incentive plan 2026-2029 and to cover the cash flow effects associated with the plan. The relevant number of shares in this context will correspond to the number of shares proposed to be acquired and transferred/sold under Section 2 above.
4. MAJORITY REQUIREMENT
For a valid resolution by the Annual General Meeting in accordance with the Board of Directors' proposal as set out in Sections 1-3 above, the resolution must be supported by shareholders holding more than half of the votes cast at the Annual General Meeting.
Resolution regarding guidelines for remuneration to senior executives (item 17)
The Board of Directors of NYAB AB (the "Company") proposes that the Annual General Meeting 2026 resolves to adopt the following guidelines for remuneration of senior executives.
Scope and applicability
These guidelines apply to remuneration of the Company's senior executives, i.e. members of the Board of Directors, the CEO (including any Deputy CEO) and other members of the Group Executive Management of the Company. The guidelines apply to remuneration agreed, and amendments to remuneration already agreed, after the adoption of the guidelines by the Annual General Meeting 2026. The guidelines do not apply to any remuneration decided on or approved by the General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting.
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
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 senior executives. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the senior executives competitive total remuneration. For more information regarding the Company's business and sustainability strategy, see the Company's annual reports and sustainability reports.
Types of remuneration
The combined remuneration for each senior executive shall be based on market terms, be competitive, and reflect the individual's performance and responsibilities. The remuneration may consist of fixed salary, variable remuneration, pension benefits and other benefits.
Fixed salary
The fixed salary shall be determined based on factors including expertise, experience, responsibilities and performance. The salary level should be determined by comparing the salary to similar positions within a defined peer group. The fixed salary is to be reviewed annually.
Variable remuneration
Variable share remuneration
The Company may offer share related or share price related remuneration. Such programs are adopted by the General Meeting and are therefore not covered by these guidelines. There are currently ongoing long-term share related incentive programs for senior executives and key employees in the Company and its subsidiaries.
Variable cash remuneration
The Company may offer performance based, short-term variable cash remuneration. Such remuneration may not exceed 80 percent of the fixed annual salary for the CEO and 60 percent of the fixed annual salary for other senior executives. Variable cash remuneration shall be linked to defined and measurable criteria, which may be financial or non-financial, and shall always be linked to business performance. These criteria shall aim at promoting the Company's business strategy and performance as well at its long-term interests, including its sustainability.
Special arrangements
The company may, in exceptional cases, grant one-time remuneration. Such remuneration shall be provided on an individual basis, exclusively for the purpose of recruiting or retaining senior executives and shall not exceed 100 percent of the individual's fixed annual salary combined with the maximum variable cash remuneration. One-time remuneration may be granted no more than once per year per individual. Any such arrangement must be clearly documented and approved in accordance with the Company's governance procedures.
In addition to the remuneration resolved by the General Meeting, a member of the Board of Directors may receive remuneration for assignments performed for the Company or its subsidiaries outside the scope of the board work. The Board of Directors may resolve to enter into an agreement with the member of the Board of Directors or their affiliated company regarding individual such assignments or enter into a framework agreement. Remuneration for assignments for the Company or its subsidiaries that a member of the Board of Directors performs outside the scope of board work shall be based on market terms.
Right to withhold or reclaim remuneration
The terms and conditions for variable remuneration shall be formulated to ensure that the Board of Directors retains the discretion to (i) limit, postpone, or refrain from making payments of variable remuneration in the event of exceptional financial or economic circumstances where such action is considered justified in order to safeguard the company's long-term interests, and (ii) withhold or reclaim variable remuneration that has been awarded or paid on the basis of information which is subsequently found to be materially incorrect, or where the payment has been influenced by misconduct or negligence on the part of the senior executive.
Pension benefits
For the CEO and other senior executives, the pension benefit shall be defined contribution, and the pension premiums shall not exceed 35 percent of the fixed annual salary.
Other benefits
Other benefits may include, for example, life insurance, medical insurance and company car benefits. Such benefits may not exceed 15 percent of the fixed annual salary.
Termination periods and severance pay
When employment is terminated by the Company or its subsidiaries, the notice period may not exceed 9 months and potential severance pay may not exceed 12 months' fixed salary. When employment is terminated by the senior executive, the notice period may not exceed nine months and no severance pay shall be paid.
Consideration of remuneration to the Company's employees
In the preparation of the proposal for these guidelines, the employment conditions applied within the Company as a whole have been used as a benchmark, following the principle that the remuneration packages of all NYAB employees should be based on the complexity and responsibilities of the position, performance and market practice. In general, the same combination of remuneration components such as fixed salary, variable remuneration pension and other benefits are offered within NYAB.
The decision-making process to determine, review and implement the guidelines
The Board of Directors may from time to time establish a Remuneration Committee. If such a committee has not been established, the tasks of the committee shall be performed by the Board of Directors.
The Committee's tasks include preparing the Board of Directors' decision to propose guidelines for remuneration of senior executives. The Board of Directors shall prepare a proposal for guidelines when there is a need for significant changes to the guidelines, however at least every fourth year, and submit it to 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 remuneration of senior executives as well as the current remuneration structures and compensation levels in the Company.
Pursuant to the Swedish Corporate Governance Code, the Chair of the Board of Directors may also be the Chair of the Remuneration Committee and the other members of the Remuneration Committee elected by the General Meeting shall be independent of the Company and its executive management.
The CEO and other senior executives shall not participate in the Board of Directors' or the Remuneration Committee's processing and resolutions regarding remuneration-related matters to the extent that they are affected by such matters.
Decisions on remuneration to the CEO are taken by the Board of Directors, based on proposals from the Remuneration Committee, and decisions on remuneration to the other senior executives are taken by the Remuneration Committee. Decisions on remuneration for board work to members of the Board of Directors are taken by the General Meeting.
Adjustment to local rules
Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, considering, to the extent possible, the overall purpose of these guidelines.
Derogation from the guidelines
The Board of Directors may resolve to temporarily 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.
D. Additional information
Documents available
The annual report for the financial year 2025, complete resolution proposals and other documents that shall be made available prior to the Annual General Meeting pursuant to the Swedish Companies Act are or will be available no later than from 31 March 2026 at the company and on the company's website, www.nyabgroup.com/en/investors, and will also be sent to shareholders on request.
Processing of personal data
The personal data given by shareholders, assistants and proxy representatives to the company is used only in connection with the Annual General Meeting and with the processing of necessary related registrations. For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Shareholders' right to receive information
The shareholders have, in accordance with Chapter 7 Section 32 of the Swedish Companies Act, right to request information from the Board of Directors and the CEO in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances which may affect the assessment of the company's financial position, provided that the Board of Directors believes that such may take place without significant harm to the company.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the company amounts to 712,993,008. The company holds 1,254,362 of its own shares and may not vote for these shares at the Annual General Meeting.
Luleå, March 2026
NYAB AB
THE BOARD OF DIRECTORS
Contact:
Invesor Relations, NYAB, ir@nyabgroup.com
NYAB's Certified Adviser is Augment Partners AB, info@augment.se, +46 (0)8 604 22 55.
This information was submitted for publication at 08:00 CET on 20 March 2025.