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| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Tjänster |
| Industri | Fordon & Transport |
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The shareholders of MEKO AB are hereby invited to attend the Annual General Meeting to be held on Thursday, 7 May 2026 at 10.00 at World Trade Center, Klarabergsviadukten 70, in Stockholm. Registration for the Annual General Meeting opens at 09.30. Shareholders may also exercise their voting rights at the Annual General Meeting by postal voting.
Right to participate, notification, proxies etc.
Shareholders who wish to attend the Annual General Meeting must:
- be listed as shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 28 April 2026 and
- no later than 30 April 2026, give notice of attendance, including number of assistants (if any), to the company in accordance with the instructions under “Notification of attendance in the meeting room” or cast a postal vote in accordance with the instructions under “Postal voting”.
Notification of attendance in the meeting room
Shareholders who wish to attend the Annual General Meeting in the meeting room must notify the company of this no later than 30 April 2026, either at www.meko.com, by phone +46 (0)8 402 90 47 or by mail to MEKO AB, “AGM”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden.
Shareholders participating by proxy or a representative of a legal entity should send the power of attorney and/or certificate of registration, or equivalent authorization documents, to the above address well in advance of the Annual General Meeting. A proxy form is available on www.meko.com.
Postal voting
A special form must be used for postal voting. The postal voting form is available at www.meko.com.
The completed and signed form for postal voting must be received by MEKO no later than 30 April 2026 and shall be sent by mail to MEKO AB, ”AGM”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or by e-mail to generalmeetingservice@euroclear.com. Shareholders who are natural persons can, no later than 30 April 2026, cast a postal vote electronically through verification with BankID at https://www.euroclear.com/sweden/generalmeetings/.
Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If a shareholder submits its postal vote by proxy or a representative of a legal entity, the power of attorney and/or certificate of registration, or equivalent authorization document, must be attached to the form. A proxy form is available om www.meko.com.
Shareholders who wish to attend in the meeting room in person or by proxy must notify the company in accordance with the instructions under “Notification of attendance in the meeting room”. A notification by casting a postal vote is therefore not sufficient for those who wish to attend the meeting room.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 28 April 2026 (so-called voting rights registration). Such registration may be temporary and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations made by the nominee no later than 30 April 2026 will be considered in the shareholder register.
Proposed agenda
- Election of chairman of the meeting.
- Preparation and approval of voting register.
- Approval of the agenda.
- Election of person to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor’s report, the consolidated financial statements and the auditor’s report on the consolidated financial statements, the assurance report relating to the group sustainability report, the remuneration report and the auditor’s statement regarding whether the guidelines for remuneration to senior executives have been complied with.
- Presentation by the CEO.
- Resolution on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
- Resolution on discharge of the directors and CEO from liability.
- Resolution concerning disposition of the company’s result in accordance with the adopted balance sheet.
- Determination of the number of directors.
- Determination of fees to the Board and the auditor.
- Election of Board members and Chairman of the Board.
- Election of auditor.
- Approval of the remuneration report.
- Resolution on a long-term share-based incentive program (LTIP 2026).
- Resolution on transfer of own shares due to share-based incentive program.
- Resolution on authorization for the Board to resolve on new issue of shares.
The Nomination Committee
MEKO's Nomination Committee for the 2026 Annual General Meeting consists of Matthew McKay (Chairman of the Committee), appointed by LKQ Corporation, Anna Magnusson, appointed by the Fourth Swedish National Pension Fund (AP4), Mats Hellström, appointed by Nordea Fonder, and Magnus Sjöqvist, appointed by Swedbank Robur Fonder. Helena Skåntorp, Board member of MEKO, is co-opted to the Nomination Committee.
Proposals
Item 1 – Chairman of the meeting
The Nomination Committee proposes Helena Skåntorp as Chairman of the meeting, or in her absence, any person appointed by the Nomination Committee.
Item 2 – Voting register
The voting register proposed to be approved is the voting register prepared by Euroclear Sweden AB, based on the general meeting shareholder register, shareholders notified and present at the meeting as well as received postal votes.
Item 10 – Appropriation of the result
The Board proposes that no dividend for the financial year 2025 is to be paid and that the earnings at the disposal of the meeting shall be carried forward to a new account.
Item 11 – Number of directors
The Nomination Committee proposes that the Board shall consist of eight meeting-elected members (2025: nine).
Item 12 – Fees to the Board and the auditor
The Nomination Committee proposes unchanged fees and remuneration to the Board members as follows:
- SEK 950,000 to the Chairman of the Board,
- SEK 605,000 to the Vice Chairman,
- SEK 475,000 to each of the other directors appointed by the meeting,
- SEK 240,000 to the Chairman of the Audit Committee,
- SEK 120,000 to each of the other members of the Audit Committee,
- SEK 110,000 to the Chairman of the Remuneration Committee, and
- SEK 55,000 to each of the other members of the Remuneration Committee.
The Nomination Committee proposes auditor’s fees in accordance with approved account.
Item 13 – Board members and Chairman of the Board
The Nomination Committee proposes:
- re-election of directors Marie Björklund, Walter Hanley, Magnus Håkansson, Robert Reppa, Jörn Werner and Dominick Zarcone,
- election of Camilla Monefeldt Kirstein and Louise Mortimer Undén as new Directors of the Board, and
- re-election of Dominick Zarcone as Chairman of the Board.
Eivor Andersson, Kenny Bräck and Helena Skåntorp have declined re-election.
Information on the individuals proposed is presented in more detail on www.meko.com. You will also find the Nomination Committee’s motivated statement at the website.
Item 14 – Auditor
The Nomination Committee proposes re-election of the auditing firm Ernst & Young Aktiebolag (EY) as the company’s auditor for the period until the end of the Annual General Meeting 2027. EY has informed that the authorized public accountant Henrik Jonzén will be continuing as the auditor-in-charge if EY is re-elected as auditing firm. The proposal is in accordance with the Audit Committee’s recommendation.
Item 16 – Long-term share-based incentive program (LTIP 2026)
The Board proposes that the meeting resolves to establish a long-term share-based incentive program (LTIP 2026) for the group management and certain other key employees in the MEKO group in accordance with the following. The structure of the program is in line with the program adopted at the 2025 Annual General Meeting with the main change being that a sustainability-related performance target has been introduced.
Motives and LTIP 2026 in summary
The main motives for establishing LTIP 2026 is to align the shareholders' interests with the interests of the participants to ensure maximum long-term value creation and to encourage a personal shareholding in MEKO. Participants in LTIP 2026 are expected to retain all, if any, allocated MEKO shares during a 12-month holding period, except for shares sold to cover tax payments arising from the share allocation. LTIP 2026 is expected to help MEKO to recruit and retain members of the company management and other key employees.
LTIP 2026 comprises approximately 62 employees, including the group management in MEKO, members of the management teams of MEKO’s subsidiaries, and certain other key employees in the group. After the vesting period, which runs until two weeks after the publication of MEKO's interim report for the first quarter of 2029, the participants will be allocated shares in MEKO free of charge, provided that certain conditions are met. These conditions are linked to continued employment in the MEKO group and that certain performance targets are met. The maximum number of shares in MEKO that can be allocated under LTIP 2026 shall be limited to 900,000 (including any compensation for dividends), which corresponds to approximately 1.57 percent of the total number of shares and votes in the company.
Participants in LTIP 2026
Participants in LTIP 2026 are divided into three categories. The first category comprises the CEO of MEKO, the second category comprises members of MEKO’s group management excluding the CEO (approximately 9 persons), and the third category comprises of certain members of the management teams of MEKO’s subsidiaries and certain selected key employees (approximately 52 persons).
Allocation of share rights
The participant in category 1 can be allocated a maximum of 54,000 share rights in MEKO, the participants in category 2 can be allocated a maximum of 42,000 share rights per person, and the participants in category 3 can be allocated a maximum of 9,000 share rights per person.
Terms and conditions for share rights
The following terms and conditions shall apply for the share rights:
- Share rights will be granted free of charge a certain time after the meeting.
- Each share right may entitle the holder the right to receive a share in MEKO free of charge. Allocation of shares in MEKO, if any, shall generally be made within two weeks from the announcement of MEKO's interim report for the first quarter of 2029. The period until then constitutes the vesting period. A precondition for the right to be allocated shares by virtue of the share rights is that the participant, with certain limited exceptions, remains employed in the MEKO group until the announcement of MEKO's interim report for the first quarter of 2029. Further, allocation of shares requires that certain performance targets be achieved by MEKO in the manner described below.
- Share rights cannot be transferred or pledged.
- To align the participants' interests with the shareholders' interests, MEKO will compensate the participants for dividends to shareholders by increasing the number of shares that each share right entitles to.
Performance targets
The share rights are divided into series A, series B, series C and series D. At 100 percent allocation of all series, series A, series B and series C each represent 30 percent of the total number of share rights allocated to the participant. Series D represents the remaining 10 per cent of the total number of share rights allocated to the participant.
If the performance targets related to series B and series C is exceeded and reaches the maximum levels, series A will constitute approximately 24 percent of the total number of share rights allocated to the participant, series B and series C will each constitute approximately 34 percent of the total number of share rights allocated to the participant, and series D will constitute approximately 8 percent of the total number of share rights allocated to the participant. The number of share rights that entitles to allocation of shares depends on the achievement of the performance target that apply for the respective series as follows:
Series A. Allocation requires that the total shareholder return1 (TSR) on MEKO’s share in absolute terms exceeds 12.5 percent during the period from April 1, 2026, to March 31, 2029 (the "Measurement Period"). The entry price is set as the volume-weighted average price of MEKO’s share during the 20 trading days following the publication of the interim report for the fourth quarter of 2025. The settlement price is set as the volume-weighted average price of MEKO’s share during the 20 trading days following the publication of the interim report for the fourth quarter of 2028. 0 percent allocation shall occur if the TSR is equal to or less than 12.5 percent during the Measurement Period. 100 percent allocation occurs if the TSR during the Measurement Period reaches or exceeds 40.5 percent. If the TSR during the Measurement Period is between 12.5 and 40.5 percent, the allocation is calculated linearly between 0 percent and 100 percent.
Series B. Allocation requires that certain target levels are achieved regarding growth in adjusted EBIT2 for the fiscal years 2026 - 2028. 60 percent allocation shall occur if the minimum level is achieved. 100 percent allocation occurs if the target level is reached. 140 percent allocation occurs if the maximum level is achieved or exceeded. The number of shares that can be allocated increases linearly between the levels.
Series C. Allocation requires that certain target levels are achieved regarding growth in earnings per share (EPS3) for the fiscal years 2026 - 2028. 60 percent allocation shall occur if the minimum level is achieved. 100 percent allocation occurs if the target level is achieved. 140 percent allocation shall occur if the maximum level is achieved or exceeded. The number of shares that can be allocated increases linearly between the minimum and maximum levels.
Series D. Allocation is conditional upon the company reducing its absolute Scope 1 and 2 greenhouse gas emissions by the 2028 fiscal year, compared with the base year 2023. 0 percent allocation shall occur if no reduction is achieved. The target level, which entails a 100 percent allocation, corresponds to a 27 percent reduction in emissions by the 2028 fiscal year, compared with the base year 2023. The number of shares that may be allocated increases linearly between the minimum and target levels. This performance target is a milestone towards achieving MEKO's communicated climate targets for 2033, approved by the Science Based Targets initiative (SBTi).
1 Including reversed dividends
2 Reported EBIT adjusted for one-off items and goodwill amortization in MEKO AB.
3 Earnings Per Share.
The outcome for each performance target will be determined separately. This means, inter alia, that all performance target categories do not need to be achieved in order for shares to be allocated. Further, allocation is based on the achievement of individual financial year targets. If performance targets are not met in a certain year, allocation may still be made in arrears for such year through the achievement of performance targets in later years. MEKO intends to present the target levels and to what extent these have been achieved in the remuneration report after the end of the program.
Once shares have been allocated, if any, they are expected to be retained during a 12-month holding period, during which the expectation is that the allocated shares will not be sold or otherwise disposed of, except to the extent necessary to cover tax payments arising from the allocation of shares. If a participant disposes of the shares during the holding period, they will not be eligible to participate in future programs.
Structure and handling
The Board shall be responsible for the more detailed structure, administration and interpretation of the detailed terms to be applicable between MEKO and the participant of LTIP 2026 within the framework of the stipulated conditions and guidelines and with regards to the purpose of the program. The Board shall be entitled to make adjustments to fulfil specific regulations or market prerequisites in other jurisdictions. In the event significant changes take place in the MEKO group or its business environment that were to result in the decided-upon conditions for allocation and the opportunity to exercise the share rights under LTIP 2026 no longer being practicable, the Board shall have the right to make other adjustments. The Board shall also have the option to decide to fully or partially settle share rights through a cash payment instead of allocating shares to participants outside Sweden if the delivery of shares to these participants is deemed unfeasible at a reasonable cost or with reasonable administrative efforts. Before the number of shares that are to be allocated according to the share rights is finally determined, the Board shall assess if the outcome of LTIP 2026 is reasonable. This assessment shall be made in relation to MEKO's financial result and position, the conditions in the stock market, and in general. If the Board as a result of its assessment finds that the outcome is not reasonable, the Board shall reduce the number of shares to be allocated.
Scope
The maximum number of shares in MEKO that can be allocated under LTIP 2026 shall be limited to 900,000 (including compensation for dividends, if any), which corresponds to approximately 1.57 percent of the total number of shares and votes in the company. Based on the more detailed conditions decided by the Board, the number of shares covered by LTIP 2026 shall be subject to adjustment in the event MEKO carries out a bonus issue, share split or reverse share split, rights issue or similar measures, while considering customary practice for corresponding incentive programs.
Hedge measures
MEKO intends to enter into an equity swap agreement with a bank to ensure the delivery of shares under LTIP 2026, according to which the bank in its own name shall be able to purchase and transfer shares in MEKO to the participants in accordance with LTIP 2026.
Costs for the program
The share rights cannot be pledged or transferred to others. However, an estimated value of each share right can be calculated. The Board has estimated the average value of each share right to SEK 57.48. The estimate is based on the volume-weighted average price of the MEKO share during the 20 trading days following the publication of the interim report for the fourth quarter of 2025 (SEK 65.60). The total cost for LTIP 2026 is estimated to approximately MSEK 32.9 (including costs for social security contributions of approximately MSEK 10.9) and administration costs for transferring shares through an equity swap agreement estimated to MSEK 4.5, based on the assumptions that all persons who have been offered to participate in the plan participates, that all of the performance targets are achieved to 75 percent, an annual employee turnover of 10 percent, an annual increase in the share price by 9.2 percent, and average social security contributions of 31.42 percent.
With an assumption of maximum achievement of all of the performance targets, the total cost is instead expected to approximately MSEK 57.1 (including costs for social security contributions of approximately MSEK 19.4) and administration costs for transfer of shares through an equity swap agreement are estimated to MSEK 7.4, based on the assumptions that all persons who have been offered to participate in the plan participates, an annual employee turnover of 10 percent, an annual increase in the share price by 12.0 percent, and average social security contributions of 31.42 percent. The costs will substantially be booked as personnel costs in the income statement over the vesting period in accordance with IFRS 2 Share-based Payment. Social security contributions will be expensed in the income statement in accordance with Swedish Financial Accounting Board Pronouncement UFR 7 during the vesting period. The size of these costs will be calculated based on MEKO's share price growth during the vesting period and the allocation of share rights.
Effects on important key ratios
On a pro forma basis for 2025, an annual cost of MSEK 11.0 for LTIP 2026 corresponds to a negative effect of approximately 0.1 percentage points on MEKO's operating margin and a decrease in earnings per share by approximately SEK 0.19. However, the Board believes that the positive effects on MEKO's financial results that are expected to arise through an increase in the participants' shareholdings and the opportunity for additional allocation of shares under the program exceed the costs related to LTIP 2026.
Preparation of the proposal
LTIP 2026 has been prepared by MEKO's Remuneration Committee and Board and follows the overall structure prepared in consultation with external advisors.
Other incentive programs in MEKO
There are three outstanding share-based incentive programs in MEKO, LTIP 2023, LTIP 2024 and LTIP 2025. During 2025, the program of 2022 ended. For more information, please see the company's website and annual report for 2025.
Item 17 – Transfer of own shares due to share-based incentive programs
MEKO holds 83,861 treasury shares intended to secure the delivery of shares under previous and concluded LTI programs, which have not been transferred to participants.
The Board proposes that the Annual General Meeting resolve that a maximum of 83,861 shares, held by MEKO, may be transferred without consideration to participants in ongoing LTI programs (LTIP 2025, 2024 and 2023), at the time and in accordance with the terms and conditions applicable to each respective program. The reason for the deviation from shareholders' pre-emption rights is that the transfer of shares forms part of the execution of ongoing LTI programs. The number of shares to be transferred is subject to recalculation in the event of a bonus issue, share split, rights issue, and/or other similar events.
Item 18 – Authorization for the Board to decide on new issue of shares
The Board proposes that the meeting authorizes the Board, for the period until the next Annual General Meeting, at one or several occasions, with preferential rights for the shareholders, or with deviation from shareholder preferential rights, to resolve upon new issues of a maximum of 5,641,662 shares. Such decision on new issue may include provisions that payment, in addition to cash payment, may be made in contribution kind, through set-off or as else is set forth in chapter 13 section 5 paragraph 1 item 6 of the Swedish Companies Act. The purpose of the authorization is to enable MEKO to issue shares as payment in relation to acquisitions of companies or parts of companies and/or of assets, which the Board deems to add value to the business of the MEKO group, and to be able to raise capital for such acquisitions. A new issue made under the authorization, which is made without the shareholders’ preferential rights, shall take place on market terms.
Special majority requirements
A resolution in accordance with item 18 requires support of shareholders with at least two-thirds of the number of votes and shares represented at the meeting to be valid.
A resolution in accordance with item 17 requires support of shareholders with at least nine-tenths of the number of votes and shares represented at the meeting to be valid.
The introduction of LTIP 2026, according to item 16, requires that the decision be supported by shareholders representing more than half of the votes cast at the meeting.
Documents
The Nomination Committee’s proposal and motivated statement, and information on the proposed Board members, can be found on www.meko.com. The annual report, the auditor’s report, the assurance report relating to the group sustainability report, the Board’s remuneration report and the auditor’s statement regarding whether the guidelines for remuneration to senior executives have been complied with will be available at www.meko.com and at the company at Klarabergsviadukten 70 in Stockholm, no later than three weeks before the meeting. In other respects, complete proposals are provided under the respective items in this notice. The documents will be sent upon request to shareholders who have provided their postal or e-mail address. Such request can be made by phone to +46 (0)8 402 90 47.
Shareholders’ right to receive information
At the Annual General Meeting, the Board and CEO shall, if any shareholder so requests and if the Board is of the opinion that it can be done without causing material harm to the company, provide information regarding circumstances that affect the assessment of an item on the agenda, conditions that may affect the assessment of the company’s or a subsidiary’s financial situation, and/or the company’s relationship to other group companies.
Shares and votes
The total number of shares and votes in the company on the day this notice was issued was 56,416,622, of which the company owns 83,861 treasury shares that may not be represented at the meeting.
Processing of personal data
For information about how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________
Stockholm, April 2026
MEKO AB
The Board of Directors
This is a translation of the Swedish original wording. In case of discrepancies, the Swedish version shall prevail.