Bifogade filer
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Anläggning & bygg |
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The following resolutions were passed at the Annual General Meeting in Terranor Group AB (publ) on 25 May 2026. The complete proposals of the Board and the nomination committee have previously been published and are available at the company's website, www.terranorgroup.com.
Adoption of the profit and loss account and balance sheet, appropriation of the company's profit or loss and discharge from liability
The Annual General Meeting resolved to adopt the profit and loss account and balance sheet for the parent company, and the consolidated profit and loss account and consolidated balance sheet for the financial year 2025. Furthermore, the Annual General Meeting resolved, in accordance with the Board's proposal, on a dividend of SEK 1.50 per share to the shareholders. Wednesday 27 May 2026 was resolved as record date for dividend. The dividend is expected to be paid through Euroclear Sweden AB on Monday 1 June 2026. The Annual General Meeting also resolved to discharge all individuals who during 2025 had served as members of the Board and the CEO of the company from liability.
Number of members, election of members and fees to the members of the Board and auditors
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, that the number of members of the Board shall be five without alternate Board members. In accordance with the nomination committee's proposal, the Annual General Meeting resolved to re-elect Håkan Broman, Anders Gustafsson, Carl Kistenmacher and Åse Lagerqvist von Uthmann as Board members for the period until the end of the next Annual General Meeting. In accordance with a shareholder's propsal, Ole Gabriel Ueland was elected as new Board member for the period until the end of the next Annual General Meeting, since Johannes Laumann who had been proposed for re-election as Board member by the nomination committee declined re-election. Anders Gustafsson was re-elected Chair of the Board.
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, that an authorised audit firm shall be appointed as auditor without alternate auditors. Öhrlings PricewaterhouseCoopers AB was re-elected as the company's auditor for the period until the end of the next Annual General Meeting, with the authorised public accountant Fredrik Kroon as auditor in charge.
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, that the fees to the Board shall amount to not more than SEK 1,650,000 for the period until the end of the next Annual General Meeting, to be allocated as follows: SEK 550,000 to the Chair of the Board and SEK 275,000 to each of the other Board members. Committee remuneration shall be paid in the amount of SEK 55,000 to the Chair of the audit committee, SEK 33,000 to the Chair of the remuneration committee, SEK 33,000 to the Chair of the business committee and SEK 22,000 to other committee members. Remuneration to the auditor shall be paid in accordance with approved invoices.
Resolution regarding instructions for the nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, to adopt instructions for the nomination committee to apply until the general meeting resolves otherwise. The nomination committee shall consist of representatives of the three largest shareholders registered in the share register kept by Euroclear Sweden AB as of 30 September of the year prior to the Annual General Meeting, together with the Chair of the Board. The member representing the largest shareholder shall be appointed Chair of the nomination committee, unless the nomination committee unanimously appoints someone else. No remuneration shall be paid to the members of the nomination committee.
Resolution regarding authorisation for the Board to resolve to issue new shares
The Annual General Meeting resolved, in accordance with the Board's proposal, to authorise the Board to resolve, on one or several occasions until the next Annual General Meeting, without preferential rights for the shareholders, against payment in cash, through set-off or in kind, or otherwise on special conditions, to issue new shares, provided however that such issues must not result in the company's registered share capital or the number of shares in the company being increased by more than a total of 10 percent. The purpose of the authorisation is to increase the company's financial flexibility and the Board's acting scope as well as to potentially broaden the company's shareholder base.
Resolution regarding long-term incentive program in the form of cash-settled synthetic options
The Annual General Meeting resolved, in accordance with the Board's proposal, to implement a cash-settled synthetic option program linked to Terranor's share price on Nasdaq First North Growth Market. The Incentive Program is directed to eight senior executives in Terranor and comprises in total 700,000 synthetic options to be allocated to the participants free of charge no later than 30 June 2026. Each option entitles the holder to a cash amount corresponding to the difference between the volume-weighted average share price during 90 calendar days before and including 30 June 2028 and a hurdle of SEK 25.00, with a maximum cash amount per option of SEK 65.00. Provided that the participant is still employed by the company and has not given or received notice of termination, all allotted options shall vest on 30 June 2028. As the options are synthetic, the Incentive Program does not entail any dilution of shareholdings.
Resolution regarding amendments to the Articles of Association
The Annual General Meeting resolved, in accordance with the Board's proposal, to amend § 12 of the Articles of Association so that a general meeting may be held in Stockholm or Solna, given that Terranor's head office is located in Solna.
For further information, please contact:
Inka Kontturi, CFO and Head of Investor Relations
Phone: +358 445 089 875
Email: [email protected]
About Terranor
Terranor is one of the leading players in road maintenance in the Nordic region. The Company's business concept is to offer a wide range of qualified services in road operation and maintenance to ensure that roads remain accessible and functional all year round. The business covers both winter road maintenance, with snow removal and anti-slip protection, and summer maintenance, such as repairs and asphalt work. In addition, Terranor offers services in green area management, road safety and light infrastructure projects. Through operational efficiency, Terranor has achieved a high and profitable growth. Terranor AB's share is traded on Nasdaq First North Growth Market in Stockholm (ticker TERNOR). The Company's Certified Adviser is DNB Carnegie Investment Bank AB.