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Regulatoriskt pressmeddelande

Notice to attend the Annual General Meeting in Stockwik Förvaltning AB (publ)

Stockwik Förvaltning
Ladda ner börsmeddelandet

The shareholders of Stockwik Förvaltning AB (publ), reg. no. 556294-7845, (the “Company”) are hereby given notice to attend the Annual General Meeting on Monday, 4 May 2026 at 13:00 (CEST), at the Company’s head office at Frösundaviks allé 1, 169 70 Solna. Registration for the Meeting commences at 12:30 (CEST).

The Board of Directors has decided that shareholders shall have the opportunity to exercise their voting rights by postal voting prior to the Annual General Meeting in accordance with the provisions of Chapter 7, Section 4a of the Swedish Companies Act (2005:551) and the Company's Articles of Association. Shareholders may therefore choose to exercise their voting rights at the Meeting by postal voting, by attending in person or through a proxy.

NOTICE OF PARTICIPATION

Shareholders who wish to attend the Annual General Meeting must both:

  • be recorded as shareholders in the share register maintained by Euroclear Sweden AB on the record date, Thursday, 23 April 2026. If the shares are registered in the name of a nominee, shareholders must request the nominee to temporarily register the shares in the shareholder’s own name for voting purposes in such time that the registration is completed no later than Monday, 27 April 2026; and
  • have notified the Company of their participation or cast a postal vote, which must be received by the Company no later than Monday, 27 April 2026.

NOTIFICATION OF PHYSICAL PARTICIPATION OR PARTICIPATION BY PROXY

Shareholders who wish to participate in the Annual General Meeting in person or through a proxy must notify the Company at the latest on Monday, 27 April 2026, either by letter to Stockwik Förvaltning AB (publ), Attn: "General Meeting", Frösundaviks allé 1, SE-169 70 Solna, Sweden, or by email to info@stockwik.se.

The notification must state the full name or company name, personal or corporate identity number, address, telephone number, shareholding and, where applicable, information about representatives, proxies and advisors. The number of advisors can at most be two.

Those who do not wish to attend in person and do not wish to exercise their voting rights by advance vote may exercise their voting rights at the Meeting through a proxy with a written, signed and dated power of attorney. The power of attorney may not be more than five years old and must be presented in original at the Meeting. If the proxy is issued by a legal entity, a copy of the registration certificate or equivalent authorisation document for the legal entity must be attached.

To facilitate the registration at the Meeting, proxies, registration certificates and other authorisation documents should be sent to the Company at the address: Stockwik Förvaltning AB (publ), Attn: "General Meeting", Frösundaviks allé 1, SE-169 70 Solna, Sweden, no later than Monday, 27 April 2026.

Please note that notification of participation in the Annual General Meeting must be submitted even if the shareholder wishes to exercise their voting rights through a proxy. A submitted proxy form does not constitute notification of participation in the Annual General Meeting. Proxy forms are available on the Company's website, www.stockwik.se/bolagsstamma. If the shareholder is a legal entity, a power of attorney, certificate of registration and other authorisation documents must also be enclosed.

Those who wish to cast their vote in advance by postal vote must send their postal vote in accordance with the instructions under the heading POSTAL VOTING below so that the postal vote is received by the Company no later than Monday, 27 April 2026.

The shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the Meeting, register their shares in their own name so that the shareholder is registered in the register of shareholders maintained by Euroclear Sweden AB by the latest on the record date of Thursday 23 April 2026. Such registration may be temporary (so-called “voting registration”). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in sufficient time for the registration to be completed by the nominee no later than Monday 27 April 2026 will be considered in the preparation of the shareholder register.

Personal data obtained from the share register kept by Euroclear Sweden AB, notice of attendance at the Meeting and information on representatives, proxies and deputies will be used for registration, preparation of the voting list for the Meeting and, where appropriate, the minutes of the Meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For complete information regarding how the personal data is handled, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

POSTAL VOTING

Shareholders who choose to exercise their voting rights at the Meeting by postal vote must use the form available on the Company's website www.stockwik.se/bolagsstamma. Shareholders may not attach any special instructions or conditions to their postal vote. If this occurs, the vote (i.e. the postal vote in its entirety) will be invalid. Further terms and conditions and instructions for advance voting are set out in the form.

The completed postal voting form must be sent to the Company by post: Stockwik Förvaltning AB (publ), Attn: "General Meeting", Frösundaviks allé 1, SE-169 70 Solna, Sweden, or by email to info@stockwik.se, and must be received by the Company no later than Monday, 27 April 2026.

Shareholders who exercise the option to cast their votes by post and whose postal vote is received no later than Monday, 27 April 2026 as above do not need to register separately for the Annual General Meeting, as their postal votes will also count as registration for the Meeting. Shareholders who wish to withdraw their postal vote and instead exercise their voting rights by attending the Annual General Meeting in person or through a proxy must notify the Annual General Meeting Secretariat before the Annual General Meeting opens.

If shareholders vote by post through a proxy, a power of attorney must be enclosed with the postal voting form. If the shareholder is a legal entity, a certificate of registration or other authorisation document must be enclosed with the form.

SHAREHOLDERS' RIGHT TO INFORMATION

The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors considers that it can be done without material damage to the Company, provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial situation of the Company or its subsidiaries, and the Company's relationship with other Group companies.

PROPOSED AGENDA

  1. Opening of the Meeting and election of the Chairman of the Meeting
  2. Preparation and approval of the voting list
  3. Election of one or two persons to verify the minutes
  4. Determination of whether the Meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the auditor's report, as well as the consolidated accounts and the consolidated auditor's report, the remuneration report and the auditor's statement on how the guidelines for remuneration to senior executives that have been in force since the previous Annual General Meeting have been followed
  7. Resolution on
    1. the adoption of the income statement and balance sheet, as well as the consolidated income statement and balance sheet
    2. the allocation of the Company's profit according to the adopted balance sheet
    3. discharge from liability for the members of the Board of Directors and the Chief Executive Officer
  8. Determination of the number of Board members and deputy Board members, as well as auditor and deputy auditors
  9. Determination of remuneration for the Board and auditor
  10. Election of the Board of Directors and auditor
  11. Approval of the remuneration report for 2025
  12. Resolution on amendments to the Articles of Association
  13. Resolution on long-term incentive programme (LTI 2026/2029), issue and transfer of warrants
  14. Resolution on authorisation for the Board of Directors to resolve on new share issues
  15. Closing of the Meeting

NOMINATION COMMITTEE FOR THE ANNUAL GENERAL MEETING 2026

The Nomination Committee for the Annual General Meeting 2026 has consisted of David Sherman (nominated by ENDI Corp.), Henrik Scharp (nominated by AB Sergius Capital and Aktiebolaget Sergius) and Anders Lindqvist (nominated by Anders Lindqvist himself). The Chair of the Nomination Committee has been David Sherman.

PROPOSED RESOLUTIONS

Item 1 - Opening of the Meeting and election of the Chairman of the Meeting
The Nomination Committee proposes that Jørgen Beuchert be elected Chairman of the Annual General Meeting, or, if he is unable to attend, a person designated by the Nomination Committee.

Item 2 - Preparation and approval of the voting list
The voting list proposed for approval is the voting list prepared by the Company with the necessary amendments by the Chairman of the Meeting, based on the Company's share register and postal votes received, as verified by the person verifying the minutes.

Item 3 - Election of one or two persons to verify the minutes
The Board of Directors proposes that the Annual General Meeting elect one or two persons proposed by the Chairman of the Meeting, who are not members of the Board of Directors or employees of the Company, to verify the minutes of the Annual General Meeting. The verifier's duties shall also include checking the voting list and ensuring that postal votes received are correctly reflected in the minutes of the Meeting.

Item 7 b - Resolution on the allocation of the Company's profit according to the adopted balance sheet
The Board of Directors proposes that no dividend be paid, and that the Company's profit be carried forward.

Item 8 - Determination of the number of Board members and deputy Board members, as well as auditor and deputy auditors
The Nomination Committee proposes that the Board of Directors shall consist of four (4) Board members without deputy Board members and that the Company shall have one (1) auditing firm as auditor without deputy auditors.

Item 9 - Determination of remuneration for the Board and auditor
The Nomination Committee proposes that remuneration for the coming mandate period be paid as follows;

  • SEK 258,750, shall be paid to each Board member elected by the general meeting of the Company,
  • SEK 50,000, shall be paid to the Chairman of the Board’s Audit Committee (if the board has established such a committee),
  • SEK 25,000, shall be paid to each other member of the Board’s Audit Committee (if the board has established such a committee),
  • SEK 50,000, shall be paid to the Chairman of the Board’s Remuneration Committee (if the board has established such a committee),
  • SEK 25,000, shall be paid to each other member of the Board’s Remuneration Committee (if the board has established such a committee), and
  • the auditing firm shall receive fees in accordance with approved running accounts.

Item 10 - Election of the Board of Directors and election of auditor
The Nomination Committee proposes, for the period until the next Annual General Meeting is held, that;

  • Jørgen Beuchert, Anders Rothstein, Kristina Mackintosh and Anders Lindqvist be re-elected as members of the Board, and
  • Jørgen Beuchert be re-elected as Chairman of the Board.

Information about the proposed board members is available in Swedish on the Company's website, www.stockwik.se/bolagsstyrning, and in the Nomination Committee's motivated statement.

The Nomination Committee further proposes, in accordance with the Audit Committee's recommendation, that the auditing firm Öhrlings PricewaterhouseCoopers AB be re-elected as auditor for the period until the next Annual General Meeting. Öhrlings PricewaterhouseCoopers AB has announced that Henrietta Segenmark will continue as the auditor in charge.

The auditing firm Öhrlings PricewaterhouseCoopers AB was appointed as the auditing firm for the first time at the 2008 Annual General Meeting. Henrietta Segenmark was appointed as the new auditor-in-charge, replacing Tobias Stråhle at the 2023 Annual General Meeting. Tobias Stråhle had been the auditor in charge since the 2018 Annual General Meeting.

Item 11 - Approval of the remuneration report for 2025
The Board of Directors' report on remuneration in 2025 pursuant to Chapter 8, Sections 53 a-b of the Swedish Companies Act (the "Remuneration Report") is published on the Company's website, www.stockwik.se/bolagsstamma.

The Board of Directors proposes that the Annual General Meeting approve the Remuneration Report.

Item 12 - Resolution on amendments to the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolve to approve the change of the Company's name from Stockwik Förvaltning AB to Stockwik AB. The Board of Directors further proposes that the Annual General Meeting resolve to amend the Articles of Association with regard to the limits for share capital, the number of shares and regarding the number of deputy members on the Board, as shown in the table below.

Current wordingProposed wording
§ 1 COMPANY NAME§ 1 COMPANY NAME
The company name is Stockwik Förvaltning AB (publ).The company name is Stockwik AB (publ).
§ 4 SHARE CAPITAL§ 4 SHARE CAPITAL
The share capital shall amount to not less than SEK 1,700,000 and not more than SEK 6,800,000.The share capital shall amount to not less than SEK 3,600,000 and not more than SEK 14,400,000.
§ 5 NUMBER OF SHARES§ 5 NUMBER OF SHARES
The number of shares shall amount to not less than 3,400,000 and not more than 13,600,000.The number of shares shall amount to not less than 7,200,000 and not more than 28,800,000.
§ 8 THE BOARD OF DIRECTORS§ 8 THE BOARD OF DIRECTORS
The Board shall consist of between three and eight members, with a maximum of eight deputy members.The Board shall consist of between three and eight members, with no deputy members.

In addition, some editorial changes to the Articles of Association are proposed. The comprehensive proposed Articles of Association will be set out in the Board's complete proposal.

The Board of Directors, the Chief Executive Officer, or the person appointed by the Board of Directors, shall have the right to make minor adjustments to the resolution that may prove necessary in connection with registration thereof.

The resolution shall be valid only if it has been approved by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.

Item 13 - Resolution on long-term incentive programme (LTI 2026/2029), issue and transfer of warrants
Background and justification
The Board of Directors considers that a long-term incentive programme is important for, among other things, retaining and recruiting competent senior executives and key personnel to the Stockwik Group, offering competitive remuneration to such individuals and aligning their interests with those of the shareholders. Against this background, the Board of Directors has instructed the Remuneration Committee to prepare a proposal for an incentive programme adapted to serve the Group's long-term growth strategy in a cost-effective manner for the Group (“LTI 2026/2029”).

The purpose of the proposed long-term incentive programme, which is also the reason for the deviation from shareholders' preferential rights, is to:

- create conditions for retaining and recruiting competent senior executives and key personnel to the Stockwik Group,
- provide senior executives and key personnel with competitive remuneration,
- create long-term common interests between senior executives, key personnel and the Company's shareholders,
- enable senior executives and key personnel to participate in and promote long-term value growth, and
- enable senior executives and key personnel to increase their shareholdings in the Company through their own investments.

The Company will not compensate participants for any premium paid upon acquisition of the warrants.

Issuance of warrants and terms for LTI 2026/2029
In light of the above, the Board of Directors proposes that the Annual General Meeting resolve on a directed issue of warrants on the following terms.

1. A maximum of 134,000 warrants shall be issued.
2. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, only be granted to the wholly owned subsidiary Stockwik AB, reg. no. 559266-0681 (the “Subsidiary”). The Subsidiary shall have the right and obligation to transfer the warrants on market terms to a maximum of 28 senior executives and key personnel in accordance with the section “Approval of transfer of warrants” below. Oversubscription is therefore not possible.
3. Subscription for issued warrants shall take place no later than 5 May 2026.
4. The warrants are issued without consideration to the Subsidiary.
5. Each warrant entitles the holder to subscribe for one (1) new share in the Company.
6. Upon full exercise of the warrants, the Company's share capital may be increased by a maximum of SEK 67,000.001450.
7. The subscription price at which shares may be subscribed shall amount to 130 per cent of the underlying share's listed volume-weighted average price on Nasdaq Stockholm during a period of 20 trading days prior to the Annual General Meeting on 4 May 2026. The subscription price shall be no less than an amount corresponding to the quota value of the share at the time of exercise.
8. The share premium shall be allocated to the unrestricted premium reserve within unrestricted equity.
9. The warrants may be exercised for subscription of shares from 21 May 2029 until 15 June 2029, subject to applicable insider legislation. The term of the warrant is therefore slightly longer than three (3) years from the date of issue.
10. The new shares shall be entitled to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been entered in the share register at Euroclear Sweden AB.
11. The proposed issue of warrants does not require any amendment to the provisions of the Company's Articles of Association.
12. Other terms and conditions for the warrants are set out in Swedish in "Full terms and conditions for warrants 2026/2029 in Stockwik Förvaltning AB (publ)" (Sw. Fullständiga villkor för teckningsoptioner 2026/2029 i Stockwik Förvaltning AB (publ)).

Approval of transfer of warrants
In order to fulfill the obligations under LTI 2026/2029, the Board of Directors proposes that the Annual General Meeting approves the transfer of the warrants to senior executives and key personnel in accordance with the guidelines set out below.

The participants' right to acquire issued warrants shall be differentiated with regard to position, responsibility and work performance within the Group. The participants will therefore be divided into three (3) different categories as follows.

- Category 1: The CEO and CFO
- Category 2: Segment managers
- Category 3: Managing directors of subsidiaries and key personnel.

Only persons included in the categories above shall be offered the right to acquire warrants. The principle for allocating warrants to participants shall be as follows.

- Category 1 shall be allocated 33.6 per cent of the number of warrants
- Category 2 shall be allocated 22.4 per cent of the number of warrants
- Category 3 shall be allocated 44.0 per cent of the number of warrants

The specified ratios between the allocations of different categories are not exact and merely describe the principles for allocation. In the event of any adjustment, participants in each category shall be entitled to acquire the same number of warrants.

In the event that not all participants exercise their right to acquire the warrants offered, the remaining participants who have expressed their interest in acquiring additional warrants with subsidiary acquisition rights shall be offered the opportunity to acquire the remaining warrants. If the maximum number of warrants issued under this proposal does not allow all participants who have registered their interest in acquiring additional warrants with subsidiary acquisition rights to acquire the full number of warrants indicated in their application, the warrants shall be allocated pro rata in relation to the number of warrants initially offered to such participants and, to the extent this is not possible, by drawing lots.

The right to acquire warrants shall only apply to those persons who have not resigned or been given notice of termination by the end of the application period.

Allocation requires that warrants can be legally acquired and that they can be acquired at reasonable administrative and financial cost.

Application period
Application for acquisition of warrants shall be made during the period from 5 May 2026 up to and including 20 May 2026. However, the Board of Directors of the Company shall have the right to extend the application period.

Price and payment
Participants shall acquire the warrants on market terms at a price determined based on a calculated market value of the warrants (option premium) using the Black & Scholes valuation model calculated by an independent valuation institute. The measurement period for the calculation of the option premium is a period of 20 trading days prior to the Annual General Meeting on 4 May 2026.

Payment for allocated warrants shall be made in cash no later than ten (10) days after the application for acquisition; however, the Board of Directors shall have the right to extend the time for payment.

Dilution
Full exercise of the warrants proposed to be issued in accordance with the present proposal for a resolution on a directed issue of warrants (incentive programme) will result in a dilution of not more than 1.82 per cent of the total number of outstanding shares and votes. This dilution has been calculated as the maximum number of shares and votes that may be issued divided by the total number of shares and votes after the current issue. Upon full exercise of the warrants issued at the Annual General Meetings in 2023, 2024, 2025 and 2026, the dilution will instead be a maximum of 9.40 per cent.

Preliminary valuation, cost and effects on key performance indicators
A preliminary valuation has been performed by Svalner Atlas Sweden KB based on an assumed share price of SEK 18, an assumed strike price of SEK 25, a term of three (3) years, a risk-free interest rate of 2.37 per cent, an assumed volatility of 51.0 per cent and no proposed dividend. Based on these assumptions, the preliminary market value has been calculated at approximately SEK 4.81 per warrant. The preliminary valuation is based on assumptions and upon the transfer of warrants to the participants, the market value will be determined based on updated assumptions and parameters known at that time.

As the warrants are to be transferred at market value at the time of transfer, the programme is not expected to give rise to any costs for the Company in the form of social security contributions or similar.

Exercise of warrants will result in cash inflows to the Company corresponding to the total subscription proceeds for the subscribed shares. The Company's share capital and unrestricted equity will increase, which will have a positive effect on the Company's solvency.

It should be noted that all calculations above are preliminary, based on assumptions and are intended solely to provide an illustration of the costs that LTI 2026/2029 may entail. Actual costs may therefore differ from what is set out above.

Preparation of the proposal
The proposal for LTI 2026/2029 has been prepared by the Board’s remuneration committee with the support of external advisors. The Board has subsequently resolved to present this proposal to the Annual General Meeting. No employee who may be covered by the incentive program has participated in the terms and conditions.

Other share-related incentive programmes
The Company has previously issued warrants to senior executives working in the Company's Group as follows.

- Following a resolution at the Annual General Meeting on 12 May 2023, a total of 124,500 warrants were issued, which were acquired by seventeen (17) senior executives and key personnel. The period for subscribing for shares runs from 13 May 2026 to 14 November 2026. The warrants in the 2023/2026 series entitle the holder to subscribe for 124,500 shares at a subscription price of SEK 30.89.

- Following a resolution at the Annual General Meeting on 15 May 2024, a total of 394,500 warrants were issued, which were acquired by nineteen (19) senior executives and key personnel. The period for subscribing for shares runs from 18 May 2027 to 18 November 2027. The warrants in the 2024/2027 series entitle the holder to subscribe for 394,500 shares at a subscription price of SEK 18.32.

- Following a resolution at the Annual General Meeting on 16 May 2025, a total of 95,000 warrants, out of the 124,500 warrants issued, were acquired by thirteen (13) senior executives and key personnel. The period for subscribing for shares runs from 19 May 2028 to 30 June 2028. The warrants in the 2025/2028 series entitle the holder to subscribe for 95,000 shares at a subscription price of SEK 26.8 (after 29,500 warrants that were not acquired have been revoked).

Apart from the above, the Company has not issued any warrants to senior executives and key personnel where the subscription period has not expired.

Authorisations and decision-making rules
The Board of Directors, or the person appointed by the Board of Directors, is authorised to make any minor adjustments to the resolution that may be necessary for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least nine-tenths (9/10) of both the votes cast and shares present at the Annual General Meeting.

Item 14 - Resolution on authorisation for the Board of Directors to resolve on new share issues
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or more occasions, during the period until the next Annual General Meeting, resolve to issue new shares and/or convertibles. When issuing shares and/or convertibles, the Board shall have the right to deviate from the shareholders' preferential rights and decide that payment may be made in cash, through a contribution in kind or set-off, or on other terms.

The authorisation shall be limited to such number of shares and/or convertibles that entails the issue of or conversion to a total maximum number of shares corresponding to twenty (20) per cent of the number of outstanding shares in the Company at the time when the authorisation is utilised for the first time.

The purpose of the authorisation is to be able to make payment with own shares and/or convertibles in connection with the acquisition of companies or businesses, including to settle any additional purchase prices, and to raise capital in an efficient and flexible manner.
The issue price shall, in the event of deviation from the shareholders' preferential rights, be based on the market value of the share at the time of each issue.

The Board of Directors, the Chief Executive Officer, or the person appointed by the Board of Directors, shall have the right to make minor adjustments to the decision that may prove necessary in connection with registration thereof.

The decision shall only be valid if it has been approved by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.

OTHER
Complete proposals for resolutions, the annual report together with the auditor's report, the remuneration report, the auditor's statement on how the guidelines for remuneration to senior executives that have been in force since the previous Annual General Meeting have been followed, proxy forms and advance voting forms will be available at the Company for three (3) weeks prior to the Annual General Meeting, i.e. no later than Monday, 13 April 2026.

The documents will also be available in Swedish on the Company's website www.stockwik.se/bolagsstamma during the same period. Copies of the documents will be sent free of charge to shareholders who request them and provide their postal address.

At the time of issuing the notice, there were a total of 7,211,041 shares with an equal number of votes. At the same time, the Company does not own any of its own shares.

* * * * * *

Solna, March 2026
STOCKWIK FÖRVALTNING AB (PUBL)
The Board of Directors

For further information, please contact:
Urban Lindskog, President and CEO
Stockwik Förvaltning AB (publ)
E-mail: info@stockwik.se

About Stockwik
Stockwik offers a stable platform for small businesses to develop both organically and through acquisitions. Stockwik's companies offer value-adding products and services to corporate customers. Stockwik is listed on Nasdaq Stockholm Small Cap with the short name STWK.

Attachments
Notice to attend the Annual General Meeting in Stockwik Förvaltning AB (publ)

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