Fredag 27 Mars | 19:07:16 Europe / Stockholm

Prenumeration

Kalender

Est. tid*
2027-02-11 07:45 Bokslutskommuniké 2026
2027-02-04 N/A X-dag kvartalsutdelning VOLO PREF 10
2026-11-04 N/A X-dag kvartalsutdelning VOLO PREF 10
2026-10-23 07:45 Kvartalsrapport 2026-Q3
2026-08-04 N/A X-dag kvartalsutdelning VOLO PREF 10
2026-07-17 07:45 Kvartalsrapport 2026-Q2
2026-05-04 N/A X-dag kvartalsutdelning VOLO PREF 10
2026-04-30 N/A X-dag halvårsutdelning VOLO 1
2026-04-29 N/A Årsstämma
2026-04-29 07:45 Kvartalsrapport 2026-Q1
2026-02-12 - Bokslutskommuniké 2025
2026-02-04 - X-dag kvartalsutdelning VOLO PREF 10
2025-11-04 - X-dag kvartalsutdelning VOLO PREF 10
2025-10-24 - Kvartalsrapport 2025-Q3
2025-08-04 - X-dag kvartalsutdelning VOLO PREF 10
2025-07-14 - Kvartalsrapport 2025-Q2
2025-05-02 - X-dag kvartalsutdelning VOLO PREF 10
2025-04-29 - X-dag ordinarie utdelning VOLO 2.00 SEK
2025-04-28 - Årsstämma
2025-04-28 - Kvartalsrapport 2025-Q1
2025-02-12 - Bokslutskommuniké 2024
2025-02-04 - X-dag kvartalsutdelning VOLO PREF 10
2024-11-04 - X-dag kvartalsutdelning VOLO PREF 10
2024-10-25 - Kvartalsrapport 2024-Q3
2024-08-02 - X-dag kvartalsutdelning VOLO PREF 10
2024-07-15 - Kvartalsrapport 2024-Q2
2024-05-02 - X-dag kvartalsutdelning VOLO PREF 10
2024-04-26 - X-dag ordinarie utdelning VOLO 1.90 SEK
2024-04-25 - Årsstämma
2024-04-24 - Kvartalsrapport 2024-Q1
2024-02-09 - Bokslutskommuniké 2023
2024-02-02 - X-dag kvartalsutdelning VOLO PREF 10
2023-11-02 - X-dag kvartalsutdelning VOLO PREF 10
2023-10-25 - Kvartalsrapport 2023-Q3
2023-08-03 - X-dag kvartalsutdelning VOLO PREF 10
2023-07-17 - Kvartalsrapport 2023-Q2
2023-05-04 - X-dag kvartalsutdelning VOLO PREF 10
2023-04-27 - X-dag ordinarie utdelning VOLO 1.80 SEK
2023-04-26 - Årsstämma
2023-04-25 - Kvartalsrapport 2023-Q1
2023-02-10 - Bokslutskommuniké 2022
2023-02-02 - X-dag kvartalsutdelning VOLO PREF 10
2022-11-04 - X-dag kvartalsutdelning VOLO PREF 10
2022-10-25 - Kvartalsrapport 2022-Q3
2022-08-04 - X-dag kvartalsutdelning VOLO PREF 10
2022-07-18 - Kvartalsrapport 2022-Q2
2022-05-04 - X-dag kvartalsutdelning VOLO PREF 10
2022-04-28 - X-dag ordinarie utdelning VOLO 1.70 SEK
2022-04-27 - Årsstämma
2022-04-26 - Kvartalsrapport 2022-Q1
2022-02-11 - Bokslutskommuniké 2021
2022-02-03 - X-dag kvartalsutdelning VOLO PREF 10
2021-11-04 - X-dag kvartalsutdelning VOLO PREF 10
2021-10-26 - Kvartalsrapport 2021-Q3
2021-09-20 - Extra Bolagsstämma 2021
2021-08-04 - X-dag kvartalsutdelning VOLO PREF 10
2021-07-16 - Kvartalsrapport 2021-Q2
2021-05-04 - X-dag kvartalsutdelning VOLO PREF 10
2021-04-29 - X-dag ordinarie utdelning VOLO 1.20 SEK
2021-04-28 - Årsstämma
2021-04-27 - Kvartalsrapport 2021-Q1
2021-02-19 - Bokslutskommuniké 2020
2021-02-11 - X-dag bonusutdelning VOLO 8.9
2021-02-11 - X-dag ordinarie utdelning VOLO 1.10 SEK
2021-02-04 - X-dag kvartalsutdelning VOLO PREF 30.8
2020-11-05 - Kvartalsrapport 2020-Q3
2020-11-04 - X-dag kvartalsutdelning VOLO PREF 0
2020-08-04 - X-dag kvartalsutdelning VOLO PREF 0
2020-07-17 - Kvartalsrapport 2020-Q2
2020-06-26 - X-dag ordinarie utdelning VOLO 0.00 SEK
2020-06-25 - Årsstämma
2020-05-05 - Kvartalsrapport 2020-Q1
2020-05-04 - X-dag kvartalsutdelning VOLO PREF 10
2020-02-20 - Bokslutskommuniké 2019
2020-02-04 - X-dag kvartalsutdelning VOLO PREF 10
2019-11-04 - X-dag kvartalsutdelning VOLO PREF 10
2019-10-24 - Kvartalsrapport 2019-Q3
2019-09-30 - Extra Bolagsstämma 2019
2019-08-16 - Kvartalsrapport 2019-Q2
2019-08-02 - X-dag kvartalsutdelning VOLO PREF 10
2019-05-02 - X-dag kvartalsutdelning VOLO PREF 10
2019-04-26 - X-dag ordinarie utdelning VOLO 1.00 SEK
2019-04-25 - Årsstämma
2019-04-24 - Kvartalsrapport 2019-Q1
2019-02-21 - Bokslutskommuniké 2018
2019-02-04 - X-dag kvartalsutdelning VOLO PREF 10
2018-11-06 - Kvartalsrapport 2018-Q3
2018-11-02 - X-dag kvartalsutdelning VOLO PREF 10
2018-08-17 - Kvartalsrapport 2018-Q2
2018-08-02 - X-dag kvartalsutdelning VOLO PREF 10
2018-05-17 - X-dag ordinarie utdelning VOLO 0.50 SEK
2018-05-16 - Årsstämma
2018-05-09 - Kvartalsrapport 2018-Q1
2018-05-03 - X-dag kvartalsutdelning VOLO PREF 10
2018-02-22 - Bokslutskommuniké 2017
2018-02-02 - X-dag kvartalsutdelning VOLO PREF 10
2017-11-09 - Kvartalsrapport 2017-Q3
2017-11-02 - X-dag kvartalsutdelning VOLO PREF 10
2017-08-17 - Kvartalsrapport 2017-Q2
2017-08-03 - X-dag kvartalsutdelning VOLO PREF 10
2017-05-19 - X-dag ordinarie utdelning VOLO 0.50 SEK
2017-05-18 - Årsstämma
2017-05-11 - Kvartalsrapport 2017-Q1
2017-05-04 - X-dag kvartalsutdelning VOLO PREF 10
2017-02-21 - Bokslutskommuniké 2016
2017-02-06 - X-dag kvartalsutdelning VOLO PREF 10
2017-02-02 - X-dag kvartalsutdelning VOLO PREF 10
2016-11-07 - Kvartalsrapport 2016-Q3
2016-11-03 - X-dag kvartalsutdelning VOLO PREF 10
2016-09-22 - Split VOLO PREF 5:1
2016-08-16 - Kvartalsrapport 2016-Q2
2016-08-04 - X-dag kvartalsutdelning VOLO PREF 2
2016-05-18 - Årsstämma
2016-05-18 - Kvartalsrapport 2016-Q1
2016-05-03 - X-dag kvartalsutdelning VOLO PREF 2
2016-02-23 - Bokslutskommuniké 2015
2016-02-04 - X-dag kvartalsutdelning VOLO PREF 2
2015-11-06 - Kvartalsrapport 2015-Q3
2015-11-04 - X-dag kvartalsutdelning VOLO PREF 2
2015-08-15 - Kvartalsrapport 2015-Q2
2015-05-05 - Kvartalsrapport 2015-Q1

Beskrivning

LandSverige
ListaMid Cap Stockholm
SektorFinans
IndustriInvesteringar
Volati är verksamt inom investeringsbranschen och fokuserar på förvärv och utveckling av företag inom olika sektorer. Bolagets portfölj inkluderar företag inom handel och industri och består av tre affärsområden: Salix Group, Ettiketto Group samt Industri. Verksamheten är främst koncentrerad till Norra Europa, med en huvudsaklig närvaro i Norden. Volati grundades 2003 och har sitt huvudkontor i Stockholm.

Intresserad av bolagets nyckeltal?

Analysera bolaget i Börsdata!

Vem äger bolaget?

All ägardata du vill ha finns i Holdings!

2026-03-27 11:10:00

The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Volati AB (publ), 556555-4317, gives notice to its annual general meeting on Wednesday 29 April 2026, 17.00 (CEST), at GT30 at Grev Turegatan 30, 114 38 Stockholm, Sweden. The entrance to the meeting opens at 16.30 (CEST).

RIGHT TO ATTEND AND NOTICE OF ATTENDANCE
Shareholders who wish to attend the annual general meeting must:

  • be entered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday 21 April 2026, or, if the shares are registered in the name of a nominee, request from the nominee that the shares are registered for voting purposes in such time that the registration is completed not later than on Thursday 23 April 2026; and
  • give notice of their intention to participate to the company not later than on Thursday 23 April 2026.

Notice of attendance may be made by e-mail to proxy@computershare.se, at the company’s website, www.volati.se, or through mail to Computershare AB, “AGM of Volati AB”, Box 149, 182 12 Danderyd, Sweden.

The notice shall state the name or company name, personal id or registration number, address, telephone number (daytime) and, if applicable, any assistants (maximum two).

Shareholders may attend the annual general meeting in person or by proxy.

SHARES REGISTERED IN THE NAME OF A NOMINEE
In order to participate in the annual general meeting, shareholders with nominee-registered shares must, in addition to giving notice of their intention to participate, request the nominee to register them in the shareholder’s own name in the share register kept by Euroclear Sweden AB not later than on Thursday 23 April 2026. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts (ISK).

PROXIES AND PROXY FORMS
A person who is not personally attending the general meeting may attend through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal person, a copy of the registration certificate or a corresponding authorisation document of the legal person shall be appended to the power of attorney.

In order to facilitate the entrance to the annual general meeting, proxies, certificates of registration and other authorisation documents should be received by the company on the address above no later than on Thursday 23 April 2026.

Please note that a separate notification of a shareholder’s attendance at the annual general meeting must be submitted even if the shareholder wishes to exercise their voting rights by proxy. A submitted proxy form is not regarded as a notice of attendance.

A proxy form is published on the company’s website, www.volati.se. The proxy form can also be obtained at the company or by e-mail via bolagsstamma@volati.se.

NUMBER OF SHARES AND VOTES
At the date of this notice, the total number of shares in the company is 81,010,345, of which 79,406,571 are ordinary shares and 1,603,774 are preference shares, representing 79,566,948.4 votes, of which 79,406,571 votes relate to ordinary shares and 160,377.4 votes relate to preference shares. At the time of this notice, the company holds no shares of its own.

SHAREHOLDERS’ RIGHTS TO REQUEST INFORMATION
The board of directors and the managing director shall, if requested by a shareholder, inform the general meeting of circumstances that may affect the assessment of an item on the agenda of the general meeting, other circumstances that may affect the company or any subsidiary’s financial position and other information, provided that the board is of the opinion that such information can be shared without any material harm to the company.

PROPOSED AGENDA

  1. Election of chairman of the meeting
  2. Preparation and approval of the voting list
  3. Election of one or two persons to verify the minutes of the meeting
  4. Determination of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report (including sustainability report) and the auditor’s report, the consolidated financial statements and the auditor’s report on the consolidated financial statements as well as the assurance report in respect of the group sustainability report for 2025
  7. Resolution on:
    1. adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
    2. allocation of the company’s profit or loss in accordance with the adopted balance sheet and distribution of all of Volati’s shares in the subsidiary Salix Group
    3. i-viii) discharge from liability for members of the board of directors and the managing director
  8. Determination of the remuneration to the members of the board of directors
  9. Determination of the remuneration to the auditor
  10. Determination of the number of members of the board of directors
  11. a)-f) Election of the members of the board of directors and the chairman of the board of directors
  12. Election of auditor
  13. Resolution on nomination committee
  14. Resolution on guidelines for remuneration to senior management
  15. Resolution on the board of directors’ remuneration report
  16. Resolution on an authorisation for the board of directors to resolve on acquisitions of own ordinary shares and preference shares
  17. Resolution on an authorisation for the board of directors to resolve on transfers of own preference shares
  18. Resolution on an authorisation for the board of directors to resolve on issues of preference shares
  19. Resolution on a warrant program in Volati AB through a directed issue of warrants with a subsequent transfer to the participants
  20. Closing of the meeting

PROPOSED RESOLUTIONS

Item 1: Election of chairman of the meeting
It is proposed that the chairman of the board of directors Patrik Wahlén is elected chairman of the meeting, or in the event of his absence, the person designated by the board of directors.

Item 7 b): Resolution on allocation of the company’s profit or loss in accordance with the adopted balance sheet and distribution of all of Volati’s shares in the subsidiary Salix Group

Cash dividend for ordinary shares

The board of directors proposes that the annual general meeting resolves on a dividend to the holders of ordinary shares of SEK 2.00 per ordinary share, which will be paid in two instalments of SEK 1.00 per ordinary share at each time.

It is proposed that the record date at Euroclear Sweden AB for the first instalment of the dividend shall be on Monday 4 May 2026. If the general meeting resolves in accordance with the board of directors’ proposal, payment of the first instalment of the dividend from Euroclear Sweden AB is expected to take place on Thursday 7 May 2026, and the last day of trading in the share with a right to the first instalment of the dividend will be Wednesday 29 April 2026. The first day of trading in the share without right to the first instalment of the dividend will be Thursday 30 April 2026.

It is proposed that the record date at Euroclear Sweden AB for the second instalment of the dividend shall be on Wednesday 4 November 2026. If the general meeting resolves in accordance with the board of directors’ proposal, payment of the second instalment of the dividend from Euroclear Sweden AB is expected to take place on Monday 9 November 2026, and the last day of trading in the share with a right to the second instalment of the dividend will be Monday 2 November 2026. The first day of trading in the share without right to the second instalment of the dividend will be Tuesday 3 November 2026.

Cash dividend for preference shares

The board of directors proposes that the annual general meeting resolves on a dividend to the holders of preference shares, in accordance with the company’s articles of association, of SEK 40.00 per preference share to be paid quarterly in an amount of SEK 10.00 per preference share and that the record dates for the dividends shall be 5 May 2026, 5 August 2026, 5 November 2026 and 5 February 2027 (or the closest previous business day, in accordance with the company’s articles of association). The board of directors further proposes that the board of directors shall have the right to postpone, in whole or in part, the dividend to the holders of preference shares, if the board of directors, in connection with the payment date considers that the dividend is not justifiable in relation to the Swedish Companies Act’s precautionary principle, whereby no dividend shall be paid in connection to such undivided amount and that such undivided amount shall constitute Amount Outstanding in accordance with the company’s articles of association.

***

Based on dividends to all ordinary shares and preference shares outstanding at the date of this notice, proposed cash dividend to holders of ordinary shares amounts to a total amount of SEK 158,813,142.00 and the proposed annual cash dividend to holders of preference shares during the period May 2026–February 2027 amounts to a total amount of SEK 64,150,960.00.

Distribution in kind of shares in Salix Group to ordinary shares

The board of directors proposes that the annual general meeting resolves to distribute all shares at the time of the distribution held by the company in Salix Group AB, reg. no. 559016-1500 (“Salix Group” and the “Shares”) to the holders of ordinary shares in the company. At the time of this notice, the company holds approximately 97 per cent of the shares in Salix Group.

The board of directors proposes that the annual general meeting resolves that one (1) ordinary share in the company on the record date for the distribution shall entitle the holder to one (1) share in Salix Group.

The value of the distribution of the Shares shall be determined on the basis of the book value at the time of the distribution of the Shares to the holders of ordinary shares in the company, applying applicable accounting rules. As of 31 December 2025, the company held approximately 97 per cent of the shares in Salix Group, corresponding to a book value of approximately MSEK 812.5. The book value of the Shares at the time of the distribution is still estimated to amount to approximately MSEK 812.5. At the time of the distribution, Volati will hold approximately 97 per cent of the shares in Salix Group.

The board of directors proposes that the annual general meeting authorises the board of directors to determine the record date for the right to receive shares in Salix Group.

The distribution of the Shares in Salix Group is expected to be carried out in accordance with the so-called Lex Asea rules. Lex Asea is a Swedish tax regulation. In brief, the regulation means that shares in a subsidiary may, under certain circumstances, be distributed without triggering any immediate taxation for Swedish tax subjects (instead, the acquisition cost of the shares in the parent company shall be allocated between the shares in the parent company and the shares received in the subsidiary).

An information document with further information about the distribution and Salix Group’s operations will be available on Volati’s website, www.volati.se.

Item 7 c): Discharge from liability for members of the board of directors and the managing director

The auditors recommend that the general meeting discharges the board members and the managing director from liability for the financial year of 2025.

Resolutions on discharge from liability shall be made by separate, individual resolutions for each board member and the managing director in the following order:

  1. Karl Perlhagen (former board member)
  2. Patrik Wahlén (board member and chairman of the board)
  3. Björn Garat (board member)
  4. Christina Tillman (board member)
  5. Anna-Karin Celsing (board member)
  6. Magnus Sundström (board member)
  7. Maria Edsman (board member)
  8. Andreas Stenbäck (managing director)

Item 8: Determination of the remuneration to the members of the board of directors

The nomination committee proposes that the annual general meeting resolves on the annual remuneration to the board of directors, for the time until the close of the next annual general meeting, as follows:

  1. SEK 555,000 shall be paid to the chairman of the board;
  2. SEK 280,000 shall be paid to each of the other board members elected by the annual general meeting that are not employed by the company; and
  3. SEK 80,000 shall be paid to the board member who is chairman and SEK 55,000 shall be paid to each of the board members who are otherwise members of an audit committee instituted by the board of directors.

Item 9: Determination of the remuneration to the auditor

The nomination committee proposes that the annual general meeting resolves that the remuneration to the auditor shall be paid against approved invoices.

Item 10: Determination of the number of members of the board of directors

The nomination committee proposes that the annual general meeting resolves that the board of directors, for the time until the close of the next annual general meeting, shall comprise five board members without deputies.

Item 11: Election of the members of the board of directors and the chairman of the board of directors

The nomination committee proposes that the annual general meeting, for the time until the close of the next annual general meeting, resolves on the election of:

  • Members of the board of directors:
  1. Patrik Wahlén (re-election)
  2. Björn Garat (re-election)
  3. Anna-Karin Celsing (re-election)
  4. Magnus Sundström (re-election)
  5. Maria Edsman (re-election)
  • Chairman of the board of directors:
  1. Patrik Wahlén (re-election)

Information about the proposed board members

A presentation of the board members that are proposed to be re-elected can be found on the company’s website, www.volati.se.

Considering the rules on board members’ independence set out in the Swedish Corporate Governance Code, the nomination committee is of the opinion that three of the five proposed board members, Björn Garat, Anna-Karin Celsing and Magnus Sundström, are independent in relation to the company, its senior management and its major shareholders.

The nomination committee is of the opinion that Patrik Wahlén is independent in relation to the company and its senior management but not independent in relation to the company’s major shareholders as he is a major shareholder.

The nomination committee is furthermore of the opinion that Maria Edsman, pursuant to the Swedish Corporate Governance Code, is independent in relation to the company's major shareholders but that she is not independent in relation to the company and its management as she is the managing director (a position she will leave on 1 April 2026) of Bokusgruppen AB (publ) (which until June 2021 was included as a subsidiary in the Volati group).

Item 12: Election of auditor

The nomination committee proposes that the annual general meeting resolves on the re-election of KPMG AB as the auditor of the company for the time until the close of the next annual general meeting.

Item 13: Resolution on nomination committee

The nomination committee proposes that the instruction for the appointment of the members of the nomination committee which were adopted at the annual general meeting of 2020 shall be applied until further notice.

The instruction for the appointment of the members of the nomination committee adopted at the annual general meeting of 2020 is available on the company’s website, www.volati.se.

Item 14: Resolution on guidelines for remuneration to senior management

The board of directors proposes that the 2026 annual general meeting resolves that the guidelines for remuneration to senior management (the “Guidelines”), which were first adopted by the 2020 annual general meeting and most recently by the 2025 annual general meeting, shall be re-adopted in unchanged form.

Item 15: Resolution on the board of directors’ remuneration report

The board of directors’ remuneration report for 2025 (the “Remuneration Report”) provides an outline of how the Guidelines have been implemented during 2025. The Remuneration Report also provides information on the remuneration to Volati’s managing director. The Remuneration Report has been prepared in accordance with Chapter 8, Sections 53 a to 53 b of the Swedish Companies Act (2005:551) and the Rules on Remuneration of the Board and Executive Management and on Incentive Programmes issued by the Stock Market Self-Regulation Committee.

There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines in 2025.

The Remuneration Report for 2025 is available on the company’s website, www.volati.se.

The board of directors proposes that the annual general meeting approve the Remuneration Report.

Item 16: Resolution on an authorisation for the board of directors to resolve on acquisitions of own ordinary shares and preference shares

The board of directors proposes that the annual general meeting resolves on an authorisation for the board of directors to, on one or several occasions before the next annual general meeting, resolve on acquisitions of own ordinary shares and preference shares on the below terms and conditions.

  1. Acquisitions may only be made of so many shares that the company’s holding of own shares after each such acquisition amounts to a maximum of one tenth within each class of shares in the company.
  2. Acquisitions may be made (i) on Nasdaq Stockholm, (ii) in accordance with an offer directed to all holders of ordinary shares, (iii) in accordance with an offer directed to all holders of preference shares or (iv) in accordance with an offer directed to all shareholders.
  3. Acquisitions of shares shall be made in accordance with the price limitations set out in the Nasdaq Nordic Main Market Rulebook for Issuers of Shares, which provides, among other things, that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on Nasdaq Stockholm. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.
  4. Acquisitions in accordance with an offer directed to all shareholders or all holders of a particular class of shares may only be made at a price per share that does not exceed the market price, whereby a market premium in relation to the share price on Nasdaq Stockholm may be applied.
  5. Acquired shares shall be paid in cash.
  6. The purpose of an acquisition of own shares shall be (i) to achieve flexibility regarding the company’s equity and thereby enable an optimised capital structure or (ii) as regards acquisitions of preference shares, to enable the use of preference shares as consideration for or as financing of acquisitions of companies or businesses.
  7. The board of directors shall have the right to set the other terms and conditions for each acquisition of own ordinary shares or preference shares.

Item 17: Resolution on an authorisation for the board of directors to resolve on transfers of own preference shares

The board of directors proposes that the annual general meeting resolves on an authorisation for the board of directors to, on one or several occasions before the next annual general meeting, resolve on transfers of own preference shares on the following terms and conditions.

  1. Transfers may be made of preference shares held by the company at the time of the board of directors’ resolution.
  2. Transfers of own preference shares may be made on Nasdaq Stockholm and by other means than on Nasdaq Stockholm.
  3. Transfers of own preference shares on Nasdaq Stockholm may only be made at a price within the, at each time, registered price interval.
  4. Transfers of own preference shares by other means than on Nasdaq Stockholm may be made with deviation from the shareholders’ pre-emption rights at a price per preference share not lower than the market price, whereby a market discount in relation to the price of the preference shares on Nasdaq Stockholm may be applied.
  5. Payment for preference shares transferred by other means than on Nasdaq Stockholm may be made in cash, in kind or by set-off.
  6. The rationale for a deviation from the shareholders’ pre-emption rights at a transfer of own preference shares which does not take place on Nasdaq Stockholm shall be to enable the company to use own preference shares as consideration for or as financing of acquisitions of companies or businesses.
  7. The board of directors shall have the right to set the other terms and conditions for each transfer of own preference shares.

Item 18: Resolution on an authorisation for the board of directors to resolve on issues of preference shares

The board of directors proposes that the annual general meeting resolves on an authorisation for the board of directors to, on one or several occasions before the next annual general meeting, resolve on issues of not more than 320,754 preference shares (corresponding to approximately 20 per cent of the number of issued preference shares). The board of directors shall have the right to decide that the share issue shall be made with or without pre-emption rights for the shareholders and that the shares, in addition to be paid in cash, may be paid in kind, by way of set-off or on terms set out in Chapter 2, section 5, second paragraph of the Swedish Companies Act.

The purpose of the authorisation is, and the rationale for any deviations from the shareholders’ pre-emption rights shall be, to enable the company to use newly issued preference shares as consideration for or as financing of acquisitions of companies or businesses.

Item 19: Resolution on a warrant program in Volati AB through a directed issue of warrants with a subsequent transfer to the participants

The warrant program in short

The board of directors proposes that the annual general meeting resolves to adopt a warrant program under which the company invites certain key persons to acquire warrants in the company. The right to acquire warrants shall be granted to four persons in total: Volati’s CEO, Volati’s incoming CFO as well as two other notified key persons in the group. Each participant is also entitled to, following approval from the company, acquire warrants through a company which is wholly-owned by such participant, and in such event what is said in relation to participants below shall also apply in respect of such wholly-owned companies. The board’s proposal means that the annual general meeting resolves to (i) adopt a warrant program, (ii) a directed issue of not more than 482,122 warrants to the company itself or a wholly-owned subsidiary and (iii) to approve that the company or the wholly-owned subsidiary which have subscribed for the warrants transfers the warrants to the participants in the warrant program.

The purpose of the proposed warrant program is to create conditions for retaining and recruiting competent personnel to the group, increase the motivation amongst the participants, increase their loyalty to the company and align their interest with that of the company’s shareholders as well as promote a personal shareholding, and thereby promote shareholder value and the company’s long-term value creation capability. Since the warrants are partly subscribed by the participants at market value and partly presupposes a positive share price development for Volati, no performance criteria are set for exercise.

The participants are offered to acquire warrants to a number corresponding to approximately 1-2 monthly salaries. The aim for the board of directors is that this type of warrant program shall reoccur at an annual basis. The warrant program is construed to enable, to the extent possible, the participants to invest the specified amount. The number of warrants under the warrant program is consequently dependent on the Original Price (as defined below) and at an Original Price of SEK 82.90 the warrant program will for example comprise a maximum of 329,342 warrants. The number of warrants is however limited to a maximum of 482,122 warrants (at an Original Price of SEK 66.30 or lower).

Resolution on an issue of warrants of series 2026/2030

The board of directors proposes that the annual general meeting resolves to issue warrants to be exercised in accordance with the terms and conditions set out below.

Number of warrants to be issued

No more than a maximum of 482,122 warrants shall be issued.

Right to subscription

The right to subscribe for warrants shall, with deviation from the shareholder’s pre-emption rights, rest with the company itself or a wholly-owned subsidiary.

Reason for deviating from the shareholders’ pre-emption rights

The reason for deviating from the shareholders’ pre-emption rights is, by way of a warrant program, to create conditions for increasing the motivation amongst the participants, increase their loyalty to the company and align their interest with that of the company’s shareholders as well as promote a personal shareholding, and thereby promote shareholder value and the company’s long-term value creation capability.

Subscription period

Subscription for the warrants shall take place on a separate subscription list no later than on Friday 1 May 2026.

Over-subscription

Over-subscription is not allowed.

Subscription price and payment

The warrants shall be issued without consideration to the company itself or to the wholly-owned subsidiary.

Terms and conditions for the warrants

  1. Each warrant shall entitle the holder to subscribe for one (1) new ordinary share in the company.
  2. The subscription price for each new ordinary share shall be equal to 125 per cent of the Original Price (as defined below). The “Original Price” is equal to the closing price of the company’s ordinary share on Nasdaq Stockholm on 29 April 2026 and the original price and the subscription price calculated in accordance with the above shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded down.
  3. The warrants may be exercised during a period from and including 29 April 2030 up until and including 29 May 2030. Under the terms and conditions of the warrants, the period during which the warrants may be exercised may be extended if participants are prevented from exercising their subscription rights due to applicable laws on insider trading or equivalent.
  4. The new ordinary shares shall carry rights to dividends for the first time on the closest record day for dividends that occurs after subscription has been executed.
  5. The complete terms and conditions for the warrants will be available on the company’s website, www.volati.se, no later than on 8 April 2026. As set forth in the terms and conditions for the warrants, the subscription price and the number of shares that a warrant entitles to, may be recalculated in certain cases.
  6. Holders of warrants shall have a right, upon exercising the warrants to subscribe for new shares, to request that an alternative exercise model shall be applied in accordance with the complete terms and conditions of the warrants. Pursuant to the alternative exercise model, (i) the subscription price for each ordinary share shall correspond to the quota value of the share and (ii) the warrants shall entitle to a recalculated lower number of ordinary shares (save for a potential recalculation in accordance with the complete terms and conditions for the warrants). Provided that the subscription price for shares by virtue of the warrants is determined at SEK 82.88 per ordinary share (i.e. corresponding to an Original Price of SEK 66.30) the alternative exercise model would lead to the following results upon subscription using all 482,122 warrants provided the following share prices of the company’s ordinary share at the time of the exercise:
Illustrative example of the alternative exercise model assuming a subscription price of SEK 82.88 per ordinary share
Stock share price at exerciseTotal number of new sharesTotal dilution (number of shares, %)
10082,6440.10%
120149,2940.18%
140196,8840.24%

Increased share capital

The company’s share capital may, upon exercise of all 482,122 warrants, increase by SEK 61,009.170422 subject to such recalculation of the number of shares that each warrant entitles subscription for that may be made in accordance with the complete terms and conditions of the warrants and a potential exercise of the alternative redemption model. If the subscription price exceeds the quota value, the excess amount shall be added to the non-restricted statutory reserve (Sw. fria överkursfonden).

Authorisation

The board of directors shall be authorised to extend the subscription. The board of directors shall be authorised to make such minor adjustments in the general meeting’s resolution that may be required in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Approval of transfer of the warrants to participants in the warrant program

The board of directors proposes that the general meeting resolves to approve that the company that is entitled for subscription and that have subscribed for the warrants transfer not more than 482,122 warrants of series 2026/2030 to the CEO and the incoming CFO of Volati, and two other key persons in the group (a total of four persons) in accordance with the terms and conditions set forth below.

Price and valuation

Payment of the warrants shall be made in cash payment. The warrants shall be purchased at market price and the price (option premium) shall be decided in accordance with the Black & Scholes valuation model. The valuation of the warrants shall be made by Svalner Atlas Sweden KB (“Svalner Atlas”) or another well renowned investment bank, audit firm, or other financial advisor with valuation expertise. The warrants preliminary market price has, according to a valuation made on the basis of a market value of the underlying shares of SEK 82.90 (corresponding to the closing price of the company’s share on Nasdaq Stockholm on 10 March 2026) been determined to SEK 6.69 per warrant (provided a subscription price of SEK 103.63 per share and a total of 329,342 warrants). In the preliminary valuation, Svalner Atlas has assumed a risk free interest rate of 2.25 per cent, a volatility of 23.5 per cent and a dividend of SEK 11.70 per ordinary share during the term of the warrants.

Allotment

The allotment shall be resolved by the board of directors on the basis of the following guidelines:

  1. The participant shall have a right to acquire warrants for approximately 1-2 monthly salaries. The maximum number of warrants that may be allotted to the participants cannot exceed 482,122 warrants.
  2. Allotment and transfer of the warrants shall be made no later than on 3 May 2026.
  3. In connection with the transfer of the warrants to the participants in the warrant program, the company shall, in a separate agreement, reserve the right to repurchase warrants if the participant is no longer an employee in the group or if the participant requests to transfer the warrants.

The right to acquire warrants shall rest only with participants whose employment in the Volati group have not been terminated during the end of the subscription period.

Conditions

Transfer to a participant shall be conditional upon that Volati and the participant enter into a warrant agreement which contains provisions regarding transfer, pledge, repurchase in certain cases and other customary provisions.

Other share related incentive programs

Information on other outstanding share-related incentive programs in the company is available in the company’s annual accounts for the financial year 2025 under note 5 - Employees and personnel expenses. The main terms and conditions for the programs are also available on the company’s website, www.volati.se. Apart from what is described on the company’s website, there are no other outstanding share-related incentive programs in the company.

Costs

The subscribers will acquire the warrants at market value. The program is only expected to cause certain limited costs for the company in the form of fees to external advisors and administration fees regarding the program.

Dilution and impact on important key ratios

If all 482,122 warrants of series 2026/2030 are exercised for 482,122 new shares, a dilution effect of approximately 0.59 per cent of the shares and approximately 0.60 per cent of the votes in Volati will occur (calculated on the basis of the total number of ordinary shares and preference shares as of the date of this proposition as well as without regard to any recalculation in accordance with the complete warrant terms and conditions). Upon full exercise of these 482,122 warrants, the 131,026 outstanding warrants of series 2022/2026 which have been issued for transfer to a number of key persons in the company in accordance with a resolution by the annual general meeting in 2022, the 146,578 outstanding warrants of series 2023/2027 which have been issued for transfer to a number of key persons in the company in accordance with a resolution by the general meeting in 2023, the 338,408 outstanding warrants 2024/2028 which have been issued for transfer to a number of key persons in the company in accordance with a resolution by the annual general meeting in 2024 and the 109,931 outstanding warrants of series 2025/2029 which have been issued for transfer to a number of key persons in the company in accordance with a resolution by the general meeting in 2025, the total dilution effect will be approximately 1.34 per cent of the shares and 1.36 per cent of the votes in Volati (subject to any recalculation in accordance with the complete warrant terms and conditions). Upon exercise of the alternative redemption model, the dilution effect will be lower.

The costs for the warrant program are expected to have a minor impact on the key ratios of the group.

The distribution of all of Volati’s shares in the subsidiary Salix Group, under item 7 b), will, if implemented, in accordance with the complete warrant terms and conditions, result in a recalculation of the subscription price and the number of shares that each warrant entitles the holder to subscribe for.

Preparation of the proposal

The warrant program is prepared by the board of directors and was discussed at a board meeting in March 2026.

Majority requirements

A valid resolution pursuant to this item 19 requires that the resolution is supported by at least nine tenths of the votes cast as well as the shares represented at the general meeting.

SPECIFIC MAJORITY REQUIREMENTS

A resolution in accordance with the board of directors’ proposals under items 16, 17, and 18 requires that the resolution is supported by at least two thirds of the votes cast as well as the shares represented at the general meeting. A resolution in accordance with the board of directors’ proposal under item 19 requires that the resolution is supported by at least nine tenths of the votes cast as well as the shares represented at the general meeting.

PROCESSING OF PERSONAL DATA

For information on how personal data is processed in connection with the annual general meeting, see the privacy notice on Euroclear Sweden AB’s and Computershare AB’s respective website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and www.computershare.com/se/gm-gdpr#English.

DOCUMENTS

The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company’s website, www.volati.se, no later than three weeks prior to the annual general meeting as well as be sent free of charge to shareholders who so request and provide their postal address. The share register will also be held available at the company.

* * *

Stockholm in March 2026
Volati AB (publ)
The board of directors