Annual General Meeting in AQ Group AB (publ) on April 23, 2025
Notice of annual general meeting IN AQ Group AB
AQ Group AB holds its annual general meeting on Wednesday, April 23, 2025, at 18:00 CEST, at Konserthuset, Kopparbergsvägen 1 in Västerås, Sweden. Registration starts at 17:30 CEST.
The board has resolved, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act and the company’s articles of association, that shareholders shall have the right to exercise their voting rights by postal voting prior to the meeting. Consequently, shareholders may choose to exercise their voting rights at the meeting by attending in person, through a proxy or by postal voting.
requirements for participation
Shareholders wishing to attend the meeting must:
- be recorded as a shareholder in the share register kept by Euroclear Sweden AB as of Friday, April 11, 2025, and
- notify the company the intention to attend no later than Tuesday, April 15, 2025.
Notification of attendance shall be made in writing to AQ Group AB, Att: Annual general meeting, Regattagatan 29, 723 48 Västerås, Sweden or by e-mail to [email protected]. Upon notification, please state name or company name, personal ID number or company registrational number, address and telephone number during the day. A shareholder that exercises its voting rights through a postal voting form does not have to send in a separate notice of participation, see below under postal voting.
Nominee registered shares
In order to participate in the meeting, those whose shares are registered in the name of a nominee must have their shares owner-registered with Euroclear Sweden AB as of Friday, April 11, 2025. Re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registration that has been carried out by relevant nominee no later than Tuesday, April 15, 2025, will be accepted in the preparation of the share register.
Postal voting
The shareholders may exercise their voting rights at the meeting by postal voting. A special form shall be used for postal voting. The form is available on the company’s website, www.aqgroup.com. The voting form can also be obtained from the company at e-mail address [email protected]. For the items on the agenda where the board or the nomination committee have submitted proposals, it is possible to vote Yes or No, which is clearly stated in the postal voting form. A shareholder can also abstain from voting on any item.
The completed postal voting form must be received by the company no later than on Tuesday, April 15, 2025. Notification of attendance at the meeting does not need to be made separately, as the postal voting form is valid as a notification to the meeting.
The completed form, including any appendices, must be sent by e-mail to [email protected] or alternatively by post in original to AQ Group AB, Att: Annual general meeting, Regattagatan 29, 723 48 Västerås, Sweden. If the shareholder is a legal entity, a registration certificate or an equivalent authority document, shall be enclosed to the form. The same applies if the shareholder postal votes by proxy.
The shareholder may not provide special instructions or conditions in the voting form. If so, the postal vote is invalid in its entirety. Further instructions and conditions are included in the postal voting form.
Proxies and proxy forms
Anyone who is not personally present at the meeting may exercise their voting rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form is available on the company’s website, www.aqgroup.com. The proxy form can also be obtained from the company at Regattagatan 29 in Västerås, Sweden. If a proxy form has been issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity must be attached to the form. The proxy form may not be older than one year unless a longer period of validity is stated in the proxy form, however, no longer than five years. To alleviate entry to the meeting, proxy forms, registration certificates and other authorization documents should be sent by post to AQ Group AB, Att: Annual general meeting, Regattagatan 29, 723 48 Västerås, Sweden, or by e-mail to [email protected] in due time before the meeting.
proposed agenda
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes together with the chair
- Determination of whether the meeting has been duly convened
- Presentation by the CEO
- Presentation of the annual report and auditor’s report, and also the consolidated financial statements and the consolidated auditor’s report
- Resolution on:
- adoption of the income statement and balance sheet, and also the consolidated income statement and consolidated balance sheet;
- disposition of the company’s results in accordance with the adapted balance sheet; and
- discharge from liability for the board members and the CEO
- Resolution on the number of board members and auditors
- Resolution on fees to the board members and the auditor
- Election of the board and auditor
- Resolution on approval of the renumeration report
- Resolution on authorization for the board to resolve on new issue of shares
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of chair of the meeting
The nomination committee proposes Per Olof Andersson, or if he is prevented from attending, the person the nomination committee proposes in his place, be elected chair of the meeting.
Item 9 b) – Resolution on disposition of the company’s results in accordance with the adapted balance sheet
The board proposes that the distributable profit of SEK 1,015,961,954 be allocated as follows. A total dividend of SEK 146,352,464 will be paid to the shareholders, equal to SEK 1.60 per share, and that the remaining sum of SEK 869,609,490 will be carried forward. The proposed record day for dividends is Friday, April 25, 2025. If the resolution in accordance with the proposal is passed at the meeting, it is expected that dividends will be distributed by Euroclear Sweden AB on Wednesday, April 30, 2025.
Item 10 – Resolution on the number of board members and auditors
The nomination committee proposes that the board should be composed of six (6) members elected by the meeting, with no alternates, for the period until the end of the next annual general meeting.
The nomination committee proposes that the company shall have one (1) auditor, with no alternate.
Item 11 – Resolution on fees to the board members and the auditor
The nomination committee proposes that the fees to the board, for the period until the next annual general meeting, shall be paid as follows. The chair of the board shall receive SEK 500,000 (previously SEK 470,000), and the other members elected by the meeting shall receive SEK 250,000 (previously SEK 235,000) each. In addition, it is proposed that unchanged fees of SEK 120,000 are payable to the chair of the audit committee and SEK 60,000 to other members of the audit committee. As before, no fees shall be payable for work within the remuneration committee.
Fees shall be paid to the auditor in accordance with approved invoices.
Item 12 – Election of the board and auditor
The nomination committee proposes re-election of the board members Per Olof Andersson, Ulf Gundemark, Gunilla Spongh, Claes Mellgren and Lars Wrebo, as well as the election of Åsa Landén Ericsson, as board members until the next annual general meeting. The nomination committee proposes that Claes Mellgren be re-elected chair of the board until the next annual general meeting. Current board member Kristina Willgård has informed the nomination committee that she declines re-election.
Information about the proposed board members is available on the company’s website, www.aqgroup.com.
The nomination committee further proposes, in accordance with the audit committee's recommendation, that the registered accounting firm Ernst & Young AB shall be re-elected as the company’s auditor. Ernst & Young AB has notified the company that Jennifer Rock Baley, authorized public accountant, will continue to be the auditor-in-charge of the company.
Item 13 – Resolution on approval of the renumeration report
The board proposes that the meeting resolves to approve the board’s remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 14 – Resolution on authorization for the board to resolve on new issue of shares
The board proposes that the meeting resolves to authorize the board to, on one or more occasions during the period up to the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve on a new issue of shares in the company. The authorization comprises shares that correspond to a maximum of ten (10) per cent of the total number of shares issued by the company at the time when the authorization is utilized. The newly issues shares must be subscribed for in cash, in kind or with the right of set-off.
The reasons for the deviation from the preferential right is that the company must be able to issue shares as payment in connection with agreements in company acquisitions, or alternatively raise capital for such acquisitions.
The meeting is further proposed to authorize the board, the CEO or the person appointed by the board to make such minor adjustments to the above resolution that may prove necessary in connection with the registration with the Swedish Companies Registration Office.
MAJORITY REQUIREMENTS
For a valid resolution under item 14, the proposal must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Documents
All documents in accordance with the Swedish Companies Act will be available at the company and on the company’s website no later than Wednesday, April 2, 2025, and will be sent immediately without charge to any shareholders who so request and has states their address. The documents will also be available at the meeting.
Number of shares and votes
As of the date of this notice, the total amount of shares in the company amounts to 91,470,290. The company holds no treasury shares as of the date of this notice.
information at the meeting
The shareholders are reminded of their right to request information from the board and the CEO according to Chapter 7, Sections 32 and 57 of the Swedish Companies Act.
processing of personal data
In connection with the notification of attendance, the company will process personal data concerning the shareholders, which has been requested as described above. The personal data collected from the share register, notification of attendance and information about proxies and advisors will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. The personal data will only be used for the meeting. For further information about the company’s processing of personal data and your rights, please see the company’s website www.aqgroup.com under the heading “Policies” (which can be found under the section “AQ GROUP”).
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Västerås in March 2025
AQ Group AB (publ)
The board of directors