Annual General Meeting of Byggmax Group AB (publ) 2023

Annual General Meeting of Byggmax Group AB (publ)

The Annual General Meeting (AGM) of Byggmax Group AB (publ) was held on Friday May 5, 2023 in Stockholm. Complete information and documents regarding the AGM's resolutions are available on the company's website, www.byggmax.com. All resolutions passed by the AGM are in accordance with the proposals presented in the notification of the AGM.

Adoption of the income statement and balance sheet etc.

The AGM resolved to adopt the income statement and balance sheet for the Parent Company as well as the consolidated income statement and consolidated balance sheet for the previous financial year. The Board of Directors and the Managing Director were discharged from liability for the same period.

Appropriation of the company's profit

The AGM resolved, in accordance with the Board's proposal, that no dividend shall be paid for the financial year 2022 and that the remaining profits at the disposal of the AGM be carried forward.

Board of Directors

Anders Moberg, Daniel Mühlbach, Gunilla Spongh, Lars Ljungälv, Andréas Elgaard and Catarina Fagerholm were, in accordance with the proposal of the Nomination Committee, re-elected as Board members. Anders Moberg was re-elected as Chairman of the Board.

Directors’ fees

The AGM resolved that Board fees shall be paid in the amount of SEK 900,000 to the Chairman of the Board and SEK 360,000 to each of the other Board members. A fee of SEK 180,000 shall be paid to the Chairman of the Audit Committee and SEK 80,000 to the other two members of the Audit Committee. A fee of SEK 65,000 shall be paid to the Chairman of the Remuneration Committee and SEK 40,000 to the other two members of the Remuneration Committee.

Auditor

Öhrlings PricewaterhouseCoopers AB (PwC) was re-elected as auditor for the period until the end of the next AGM. Authorized auditor Cesar Moré will be the auditor in charge. Fees to the auditor shall be paid in accordance with approved invoices.

Approval of the remuneration report

The AGM resolved to approve the Board's remuneration report.

Authorization to resolve on issue of shares, warrants and/or convertible instruments

The AGM resolved, in accordance with the Board's proposal, to authorize the Board to, with or without deviation from shareholders’ preferential rights and on one or several occasions during the period until the next AGM, resolve to increase the company’s share capital by issuing new shares, warrants or convertible instruments. The number of shares that such issues may comprise may be equivalent to a maximum of ten percent of the share capital of the company at the time of the Annual General Meeting’s resolution on the authorization. The proposal with other terms and conditions is set out in its entirety in the notice convening the AGM.

Authorization to acquire and transfer the company's own shares

The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to, on one or several occasions during the period until the next AGM, resolve on acquisitions and transfers of the Company’s own shares. Acquisitions shall take place on Nasdaq Stockholm at a price per share within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest selling price, and may take place provided that the Company’s holding does not at any time exceed five percent of all shares in the Company. Transfer of own shares shall be made either on Nasdaq Stockholm or in another manner with deviation from shareholders’ preferential rights and may comprise all treasury shares held by the Company at any given time. The complete proposal containing additional conditions is included in the notification of the AGM.

Incentive program, including directed share issue and transfer of warrants

The AGM resolved on a long-term incentive program for 11 senior executives in the Byggmax Group, including a directed share issue of a maximum of 580,000 warrants to Byggmax AB and transfer of the warrants to the participants in the incentive program. The transfer of the warrants to the participants in the incentive program shall be made at market value.

Each warrant entitles the holder, during the period from June 12, 2028 to December 11, 2028, to subscribe for one (1) new share in Byggmax Group AB (publ) at a subscription price corresponding to 125 percent of the volume-weighted average price paid for the Byggmax share on Nasdaq Stockholm during a period of ten (10) business days from and including May 10, 2023. The company's share capital may increase by a maximum of SEK 201,162.296828, corresponding to a dilution effect of not more than approximately 1 percent.

The participants’ acquisition of warrants is subsidized by the Byggmax Group through the participants receiving a cash bonus that, after individual tax, corresponds to not more than 50 percent of the price of the warrants acquired by the respective participants. This bonus will be paid out with 1/5 annually starting one year after subscription, and with the last payment five years after subscription and requires that before each payment the respective participant is still an employee of the Byggmax Group and still holds the acquired warrants or, where applicable, the shares subscribed through exercising the warrants.