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Regulatory press release

Embla Medical hf.: Embla Medical hf: Results of the Annual General Meeting 2026

Embla Medical
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Announcement no. 15/2026

10 March 2026

Reykjavik, Iceland/Copenhagen, Denmark, 10 March, 2026. Embla Medical (Nasdaq Copenhagen: EMBLA), a leading global provider of innovative mobility solutions, today announced the results from the 2026 Annual General Meeting.

Results of the Annual General Meeting

  • The meeting approved to carry the Company's net profit in 2025 over to the following year.
  • The meeting approved the Company's Consolidated Financial Statements for the year 2025.
  • The meeting approved the Company's Remuneration Policy. See attachment.
  • The meeting approved the proposed remuneration to the Board of Directors for the year 2026.

Chair of the Board - USD 150,000

Vice Chair of the Board - USD 100,000

Board Member - USD 50,000

Chair of the Audit Committee - USD 20,000

Audit Committee Member - USD 10,000

  • The meeting re-elected the following individuals to serve on the Board of Directors until the next Annual General Meeting:

Dr. Alberto Esquenazi

Dr. Svafa Grönfeldt

Mr. Niels Jacobsen

Mr. Arne Boye Nielsen

Ms. Tina Abild Olesen

Ms. Caroline Vagner Rosenstand

  • The meeting elected PwC as the Company's Auditor.
  • The meeting approved to reduce the Company's share capital by ISK 2,441,257 nominal value by way of cancelling 2,441,257 of the Company's treasury shares of ISK 1 each, corresponding to 0.57% of the Company's share capital. The proposal is in line with the purpose of the Company`s share buyback program. Thus, the share capital will decrease from 430,441,257 nominal value to 428,000,000 nominal value.

As a result of the capital reduction, Article 4, paragraph 1, of the Company's Articles of Association was amended and now states as follows: 

"The share capital of the Company amounts to ISK 428,000,000- and is divided into the same number of shares with a nominal value of ISK 1 each."

Article 4, paragraph 1, of the Company's original Articles of Association in Icelandic was amended and now states as follows: 

"Hlutafé félagsins er kr. 428.000.000 að nafnverði og skiptist í jafnmarga hluti að nafnverði 1 króna hver."

  • The meeting approved to renew authorizations in Article 5 of the Company's Articles of Association to increase the Company's share capital.

Accordingly, Article 5 of the Company's Articles of Associations, was amended as follows:

"In connection with acquisitions, the Board of Directors of the Company is authorized to increase the share capital of the Company in stages over five years by an amount of up to ISK 67,000,000 - sixtysevenmillionIcelandickrónur - in nominal value, through the sale of new shares without the provision on pre-emptive rights of Article 34 of the Icelandic Act No. 2/1995 on Limited Liabilities Companies being applicable. The Board of Directors determines the offer price of these shares, the terms of sale, the subscription deadline and deadline for payment. The Board of Directors may decide that subscribers pay for the new shares partly or fully with other valuables than cash. The Board of Directors is authorized to increase the share capital of the Company in stages over five years by up to ISK 8,000,000 - eightmillionIcelandickrónur - in nominal value. The authorization shall only be utilized to fulfill agreements with employees et al. regarding share options or delivery of shares in accordance with the Company's share-based incentive programs. The pre-emptive rights provision of Article 34 of the Icelandic Act No. 2/1995 on Limited Liabilities Companies is not applicable. The share price and the rules governing the purchase of shares shall be in accordance with the terms of the agreements."

Article 5 of the Company's original Articles of Association in Icelandic was amended and now states as follows: 

"Í tengslum við fyrirtækjakaup er stjórn félagsins heimilt að auka hlutafé félagsins í áföngum á fimm árum um allt að kr. 67.000.000 - sextíuogsjömilljónirkróna - að nafnverði, með sölu nýrra hluta án þess að forgangsréttarákvæði 34. gr. laga um hlutafélög nr. 2/1995 eigi við. Stjórn félagsins ákveður útboðsgengi þessara hluta og sölureglur hverju sinni, fresti til áskriftar og fresti til greiðslu þeirra. Stjórn félagsins er heimilt að ákveða að áskrifendur greiði fyrir hina nýju hluti að hluta eða öllu leyti með öðru en reiðufé. Stjórn félagsins er heimilt að auka hlutafé félagsins í áföngum á fimm árum um allt að kr. 8.000.000 - áttamilljónirkróna - að nafnverði. Heimildin skal aðeins nýtt til að uppfylla samninga sem gerðir hafa verið við starfsmenn o.fl. um kauprétti eða afhendingu hluta í samræmi við hlutabréfatengd hvatakerfi félagsins. Forgangsréttarákvæði 34. gr. laga um hlutafélög nr. 2/1995 eiga ekki við. Kaupgengi hlutanna og sölureglur skulu vera í samræmi við efni samninganna."

  • The meeting approved the following authorization to purchase own shares:

"The Board of Directors is authorized, at any time in the next 30 months, to allow the Company to purchase own shares of up to 10% of the Company's share capital as it is each time. The purchase price shall not be higher than the price of the last independent trade or the highest current independent bid, whichever is higher, on the regulated market where the transaction is carried out. This authorization is granted in accordance with Article 55 of the Icelandic Act No. 2/1995 on Limited Liability Companies."

  • The meeting approved the following proposal on an authorization to initiate share buyback programs:

"The Board of Directors is authorized, until the next Annual General Meeting on 9 March 2027, to allow the Company to initiate one or more share buyback programs (the "Programs") that comply with the provisions of Regulation No. 596/2014 of the European Parliament and of the Council on market abuse ("MAR") and the Commission's delegated regulation 2016/1052. The main purpose of the Programs shall be to reduce the Company's share capital, but the shares purchased may also be used to meet the Company's obligations under share incentive programs with employees. The Company may purchase up to 8,000,000 shares in total under the Programs, corresponding to 1.9% of the current share capital. The total consideration for shares purchased under the Programs shall not exceed USD 40 million. The Company shall not purchase more than 25% of the average volume of the shares each trading day based on the average volume the 20 trading days preceding the date of purchase on the regulated market where the purchase is carried out. The purchase price shall not be higher than the price of the last independent trade or the highest current independent bid, whichever is higher on the regulated market where the transaction is carried out. Each Program shall be managed by an investment firm or a credit institution which makes its trading decisions in relation to the Company's shares independently of, and without influence by, the Company with regard to the timing of the purchases. The Company's purchases under the Programs shall be disclosed in accordance with law and regulations."

Board decisions following the Annual General Meeting

After the general meeting, Mr. Niels Jacobsen was re-elected as Chair of the Board of Directors and Dr. Svafa Grönfeldt was re-elected as Vice Chair. Mr. Arne Boye Nielsen, Dr. Alberto Esquenazi and Ms. Caroline Vagner Rosenstand were appointed to the Audit Committee.

With reference to the authorizations (i) to purchase own shares, and (ii) to initiate share buyback programs approved at the Company`s Annual General Meeting today, 10 March 2026, the Board granted management an authorization to purchase own shares on behalf of the Company, in one or more transactions or through share buyback programs.

Terms and conditions: 

  • A purchase shall be made to maintain the target range of 2.0 - 3.0x NIBD/EBITDA set out in the Company's Capital Structure and Capital Allocation Policy.
  • The purchase price shall not be higher than the price of the last independent trade or the highest current independent bid, whichever is higher, on the regulated market where the transaction is carried out.
  • A purchase shall always be carried out within the limits of the relevant authorization of the Annual General Meeting and in accordance with applicable law and rules.

The authorization is valid until the next Annual General Meeting in 2027.

Further information

Klaus Sindahl, Head of Investor Relations, KSindahl@emblamedical.com, +45 5363 0134

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About Embla Medical

Embla Medical (Nasdaq Copenhagen: EMBLA) is a leading global provider of innovative mobility solutions that help people live a Life Without Limitations®. Embla Medical is home to several leading brands renowned for positively impacting people's health and well-being. They include Össur, a leading global provider of prosthetics and bracing solutions; Fior & Gentz, an innovative developer of neuro orthotics; College Park, a provider of lower limb prosthetics; and ForMotion, a global network of Orthotic and Prosthetic (O&P) patient care facilities. Embla Medical is committed to sustainable business practices, is a signatory to the UN Global Compact and UN Women's Empowerment Principles and contributes to the UN Sustainable Development Goals. The company's climate targets have been verified by the Science Based Targets initiative. Embla Medical operates globally and has around 4,500 employees. www.emblamedical.com

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