The shareholders of Lammhults Design Group AB (publ), Reg. No. 556541-2094, are hereby invited to attend the annual general meeting on Thursday, 7 May 2026, at 17:00 at Abstracta, Lammengatan 2 in Lammhult, Sweden. Admission and registration will commence at 16:30.
Shareholders may participate in the annual general meeting by attending in person or by postal voting as described below. The annual general meeting will be held in Swedish.
Notice and Registration
Attendance at the Meeting Venue
Shareholders who wish to attend the meeting venue in person or through a proxy shall:
- be recorded as a shareholder in the share register maintained by Euroclear Sweden AB as of Tuesday, 28 April 2026; and
- notify the company of their attendance no later than Thursday, 30 April 2026.
Notification may be made by telephone at +46 8-402 92 45, by e-mail to eneralmeetingservice@euroclear.com, via Euroclear Sweden AB's website (https://www.euroclear.com/sweden/generalmeetings/), or by post to Lammhults Design Group AB, Annual General Meeting 2026, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.
When notifying its attendance, the shareholder shall state its name, personal or corporate identification number, telephone number, shareholding and, where applicable, the names of any assistants (no more than two).
If a shareholder is represented by a proxy, the shareholder shall issue a written and dated power of attorney for the proxy. A person representing a shareholder that is a legal entity shall present a certificate of registration or other document of authority evidencing the authorised signatory of the shareholder. To facilitate registration at the annual general meeting, the power of attorney and/or certificate of registration or other document of authority should be sent to Euroclear at the address above well in advance of the annual general meeting.
Proxy forms are available at www.lammhultsdesigngroup.com and will also be provided by the company upon request.
Postal Voting
Shareholders who wish to participate in the annual general meeting by advance voting (so-called postal voting) shall:
- be recorded as a shareholder in the share register maintained by Euroclear Sweden AB as of Tuesday, 28 April 2026; and
- notify the company of their participation by submitting their postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Sweden AB, on behalf of the company, no later than Thursday, 30 April 2026.
A special form shall be used for postal voting. The postal voting form is available on the company's website, www.lammhultsdesigngroup.com, and will also be provided by the company upon request. When voting by post only, no separate registration for the meeting is required.
The completed and signed postal voting form shall be sent either by post to Lammhults Design Group AB, Annual General Meeting 2026, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to generalmeetingservice@euroclear.com. Shareholders may also submit their postal vote electronically through BankID verification via Euroclear Sweden AB's website https://www.euroclear.com/sweden/generalmeetings/.
If a shareholder submits a postal vote through a proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. A person representing a shareholder that is a legal entity shall enclose with the postal voting form a certificate of registration or other document of authority evidencing the authorised signatory of the shareholder. Proxy forms are available on the group's website, www.lammhultsdesigngroup.com, and will also be provided by the company upon request.
The shareholder shall not provide special instructions or conditions in the postal vote. If such instructions or conditions are provided, the vote (i.e. the postal vote in its entirety) shall be invalid. Further instructions and conditions are set out in the postal voting form and on Euroclear Sweden AB's website https://www.euroclear.com/sweden/generalmeetings/.
If a shareholder has submitted both a postal vote and registered to attend the meeting venue, the postal vote shall apply, provided that the shareholder does not participate in a vote during the annual general meeting or withdraw the postal vote. If the shareholder chooses to vote in person, such vote shall replace the previously submitted postal vote for the relevant agenda item.
Nominee-Registered Shares
In order to be entitled to participate in the annual general meeting by attending the meeting venue or through postal voting, a shareholder whose shares are registered in the name of a nominee must, in addition to registering for the annual general meeting in accordance with the instructions above, have the shares re-registered in its own name with Euroclear Sweden so that the shareholder is recorded in the share register as of the record date of Tuesday, 28 April 2026. Such re-registration may be temporary (so-called voting rights registration) and shall be requested through the nominee in accordance with its procedures. Voting rights registrations made by the nominee no later than Thursday, 30 April 2026 will be taken into account in the preparation of the share register.
Proposed Agenda
1. Opening of the meeting
2. Election of chairman of the annual general meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the annual general meeting has been duly convened
7. Presentation by the CEO and Group President
8. Presentation of the annual report and auditor's report, and the consolidated financial statements and the auditor's report on the consolidated financial statements for the financial year 2025
9. Resolution on the adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet
10. Resolution on the disposition of the company's results in accordance with the adopted balance sheet
11. Resolution on discharge from liability for the members of the board of directors and the CEO for the financial year 2025
12. Resolution on the number of board members, deputy board members and the number of auditors
13. Determination of fees for the board of directors, the audit committee, the remuneration committee and the auditor
14. Election of the board of directors and chairman of the board:
a) Per Samuelsson (re-election)
b) Annica Axelsson (re-election)
c) Peter Conradsson (re-election)
d) Stina Nilimaa Wickström (re-election)
e) Stefan Persson (re-election)
f) Joakim Laurén (new election)
g) Per Samuelsson, as chairman of the board (re-election)
15. Election of auditor
16. Presentation of the board's remuneration report for approval
17. Resolution on authorisation for the board of directors to resolve on new issues of shares
18. The board's proposal to resolve on the establishment of a long-term share-based incentive program
19. Close of the meeting
Proposals for Resolutions
Item 2 - Election of chairman of the meeting
The nomination committee appointed ahead of the 2026 annual general meeting, consisting of Erik Syrén (chairman, appointed by Scapa Capital AB), Jerry Fredriksson (Canola AB), Sune Lundqvist (Input Interiör Sweden AB) and Oskar Berglund (Spiltan Fonder), proposes that the chairman of the board, Per Samuelsson, be elected as chairman of the annual general meeting.
Item 10 - Resolution on the disposition of the company's results
The board proposes that a dividend of SEK 1.00 per share be distributed for the financial year 2025. The proposed record date for the dividend is 11 May 2026. If the annual general meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on 15 May 2026. The last day of trading in the share including the right to a dividend is 7 May 2026.
Item 12 - Resolution on the number of board members and deputy board members and the number of auditors
The nomination committee proposes that the number of board members shall be six, with no deputy members. The number of auditors is proposed to be one, with no deputies.
Item 13 - Determination of fees for the board of directors, the audit committee, the remuneration committee and the auditor
The nomination committee proposes that board fees, excluding committee fees, shall be paid in an unchanged total amount of SEK 1,400,000 (SEK 1,400,000 in the preceding year), of which the fee to the chairman shall amount to SEK 400,000 (SEK 400,000) and the fee to other members shall amount to SEK 200,000 (SEK 200,000). The nomination committee proposes that the fee for service on the audit committee shall amount to SEK 80,000 (SEK 80,000) for the chairman and SEK 40,000 (SEK 40,000) for other members, and that the fee for service on the remuneration committee shall amount to SEK 50,000 (SEK 50,000) for the chairman and SEK 25,000 (SEK 25,000) for other members.
Furthermore, the nomination committee proposes that the auditor's fees shall be paid in accordance with approved invoices for work performed.
Item 14 - Election of the board of directors and chairman of the board
The nomination committee proposes the re-election of board members Per Samuelsson, Annica Axelsson, Peter Conradsson, Stina Nilimaa Wickström and Stefan Persson, and the new election of Joakim Laurén. Per Samuelsson is proposed for re-election as chairman of the board. Anna Stålenbring has declined re-election. The company's board will further propose that Joakim Laurén be appointed as chairman of the board's audit committee.
Joakim Laurén, born in 1963, has a broad educational background as a graduate in business administration and engineering. Joakim has extensive experience in finance, auditing, risk management, corporate governance, regulatory compliance and audit committee work in listed and international companies. He is currently Executive Vice President and CFO of the Nasdaq-listed Mid Cap company Ependion AB (publ) and has previously held senior financial positions at, among others, Alfa Laval, SCAN COIN Group and the Trelleborg Group. Joakim currently holds no shares in Lammhults Design Group AB.
A presentation of the persons proposed for re-election by the nomination committee is available on the company's website, www.lammhultsdesigngroup.com.
Item 15 - Election of auditor
In accordance with the recommendation of the audit committee, the nomination committee proposes the re-election of the audit firm Öhrlings PricewaterhouseCoopers AB as the company's auditor for the period until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has announced that, should they be elected as auditor, Mikael Nilsson will serve as the auditor in charge.
Item 17 - Resolution on authorisation for the board of directors to resolve on new issues of shares
The board proposes that the annual general meeting authorise the board to resolve on new issue of up to 800,000 series B shares. The board may exercise the authorisation on one or more occasions, however no later than the 2027 annual general meeting. Under the authorisation, issues of series B shares may be made with or without deviation from the shareholders' preferential rights. Issues may be made against cash payment, through set-off or contribution in kind. The subscription price shall, where there is a deviation from the shareholders' preferential rights, be determined on market terms. The purpose of the authorisation, and the reason for the deviation from the shareholders' preferential rights, is to enable the company to finance or carry out corporate acquisitions in whole or in part using its own shares. The board, the CEO, or any person appointed by either of them, shall be authorised to make such minor adjustments to the authorisation resolution as may be required in connection with registration with the Swedish Companies Registration Office.
Item 18 - The board's proposal to resolve on (A) the establishment of a long-term share-based incentive program (LTI 2026/2029) and (B) hedging measures comprising resolutions on (1) authorisation for the board to resolve on a directed issue of series C shares, (2) authorisation for the board to repurchase issued series C shares, and (3) transfer of own series B shares to participants in LTI 2026/2029
(A) Establishment of a long-term share-based incentive program LTI 2026/2029
The board proposes that the annual general meeting resolves to establish a long-term share-based incentive program ("LTI 2026/2029") on essentially the following terms. LTI 2026/2029 measures performance during 2026 but has a term of three years. It is the board's intention that the structure for LTI 2026/2029 shall be long-term, and the board therefore intends to present corresponding proposals for resolution at general meetings in the coming years. Accordingly, the terms of LTI 2026/2029 correspond to the terms of the incentive programs LTI 2023/2026, LTI 2024/2027 and LTI 2025/2028, which were adopted at the 2023, 2024 and 2025 annual general meetings, respectively. The resolutions under this item are conditional upon each other and are therefore proposed to be adopted as one single resolution.
LTI 2026/2029 is proposed to comprise up to 15 employees within the Lammhults Design group, consisting of the CEO, group management and managers and other key personnel. The program shall comprise a total of no more than 110,000 series B shares in Lammhults Design Group ("Performance Shares"). In order for the persons covered by LTI 2026/2029 to receive Performance Shares, the performance targets set by the board for the financial year 2026 must be met or exceeded. Performance Shares shall be received free of charge, with a maximum of 15,000 Performance Shares for the CEO, a maximum of 10,000 for the CFO, a maximum of 7,500 for other members of group management and a maximum of 5,000 for other participants, with each individual's allocation within this framework to be determined by the board. Over-allotment shall not occur. To participate in the program, the participant must undertake to hold shares in Lammhults Design Group no later than 1 November 2026. The participant shall either hold shares in the company corresponding to the maximum number of Performance Shares that the participant is entitled to receive, or hold shares in the company corresponding to half of the maximum number of Performance Shares that the participant is entitled to receive, in which case the participant may receive half of the earned number of Performance Shares. The participant shall hold the shares at least until 30 October 2027. If the participant does not hold their shares during the specified period, the participant shall not receive any Performance Shares.
The performance targets that must be met or exceeded may relate to (i) operating profit, (ii) free cash flow, (iii) order intake and/or (iv) organisational targets determined by the board (the "Performance Targets"). The Performance Targets are measured based on the outcome during the period from 1 January 2026 to 31 December 2026 (the "Performance Period"). The board shall determine the Performance Targets before LTI 2026/2029 is offered to the participants. The board intends to inform the participants of the fulfilment of such targets in connection with the publication of the year-end report for 2026. Earned Performance Shares shall be received by the participants after the 2029 annual general meeting, before 1 July 2029 (the "Allotment Date").
(B) Hedging Measures
In order to implement LTI 2026/2029 in a cost-efficient and flexible manner, the board proposes that the company's obligations for the delivery of, and costs attributable to, Performance Shares be primarily hedged through a directed issue of redeemable and convertible series C shares, with subsequent repurchase and conversion into series B shares, and a resolution on transfer of own series B shares to participants in LTI 2026/2029, as follows.
(C) (1)-(3) Authorisations and Transfer of Own Series B Shares
The board proposes that the general meeting resolve to authorise the board to resolve on a directed issue of redeemable and convertible series C shares in the company on the following terms.
- The maximum number of series C shares that may be issued shall be 145,000. The authorisation may be exercised on one or more occasions for the period until the 2027 annual general meeting. The new shares shall - with deviation from the shareholders' preferential rights - be subscribed for only by a pre-arranged external party. The amount to be paid for each new share (the subscription price) shall correspond to the quota value of the share at the time of subscription. The new series C shares shall be subject to the provisions of Chapter 4, Section 6 of the Swedish Companies Act (conversion clause) and Chapter 20, Section 31 of the Swedish Companies Act (redemption clause).
Furthermore, the board proposes that the general meeting resolve to authorise the board to repurchase all issued redeemable and convertible series C shares in the company on the following terms.
- Repurchases may be made through an offer directed to all holders of series C shares in Lammhults Design Group. The authorisation may be exercised on one or more occasions until the 2027 annual general meeting. The maximum number of series C shares that may be repurchased shall be 145,000. Repurchases shall be made at a price per share corresponding to the quota value applicable at the time of subscription. Payment for repurchased shares shall be made in cash. The board shall be entitled to determine other terms for the repurchase.
Finally, the board proposes that the transfer of own series B shares to participants in LTI 2026/2029 shall be made on the following terms.
- Lammhults Design Group shares may be transferred free of charge to participants in LTI 2026/2029, provided that no more than 110,000 Lammhults Design Group shares may be transferred. The right to acquire Lammhults Design Group shares free of charge shall - with deviation from the shareholders' preferential rights - be granted to such persons within Lammhults Design Group who are participants in LTI 2026/2029, with each participant entitled to acquire no more than the number of shares that follows from the terms of LTI 2026/2029. The transfer of Lammhults Design Group shares shall be made free of charge at the time, and on such other terms, as the participants in LTI 2026/2029 are entitled to receive Lammhults Design Group shares. The number of Lammhults Design Group shares that may be transferred under LTI 2026/2029 shall be recalculated as a result of any intervening bonus issue, share split, rights issue and/or other similar corporate events.
Other
The maximum number of Performance Shares that may be allotted to participants in LTI 2026/2029 amounts to 110,000, corresponding to approximately 1.3 per cent of the number of shares and approximately 0.6 per cent of the number of votes in the company after dilution. Including the additional shares that may be transferred, which primarily relate to a cash flow hedge for social security contributions, the total scope of LTI 2026/2029 amounts to a maximum of 145,000 shares and the dilutive effect of the program amounts to a maximum of approximately 1.7 per cent of the number of shares and approximately 0.8 per cent of the number of votes in the company after dilution. Including the number of shares estimated to be transferred under LTI 2023/2026, LTI 2024/2027 and LTI 2025/2028, the total dilutive effect amounts to approximately 4.9 per cent of the number of shares and approximately 2.3 per cent of the number of votes in the company after dilution.
Based on an assumed share price on the stock market of SEK 30, the total cost of LTI 2026/2029 is estimated at approximately SEK 4.4 million, provided that the Performance Targets are met in full. Of these costs, approximately SEK 3.3 million relates to accounting (non-cash) costs calculated in accordance with IFRS 2. The remaining costs primarily relate to estimated social security contributions, which are hedged through the issuance of series C shares.
Based on the full-year results for 2025, the costs for LTI 2026/2029, assuming that the Performance Targets are met in full in the cost estimate above, would have a negative effect of approximately 0.1 percentage points on Lammhults Design Group's operating margin and a decrease in earnings per share of approximately SEK 0.1. However, the board considers that the positive effects on Lammhults Design Group's financial results expected to arise from LTI 2026/2029 outweigh the costs associated with the program.
A valid resolution of the annual general meeting to introduce LTI 2026/2029 in accordance with section A above requires that the board's proposal be supported by at least nine-tenths of the shares represented and votes cast at the annual general meeting.
LTI 2026/2029 has been initiated by the board of Lammhults Design Group and developed in consultation with the major shareholders and external advisors.
The board's proposal also includes authorisation for the company's CEO to make such minor adjustments to the resolutions of the annual general meeting as may be required in connection with the registration of the resolutions with the Swedish Companies Registration Office.
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Shares and Votes
As of the date of publication of this notice, there are a total of 8,459,679 shares in Lammhults Design Group AB, of which 1,098,798 are series A shares carrying ten votes each, 7,349,306 are series B shares carrying one vote each and 11,575 are series C shares carrying one vote each, corresponding to a total of 18,348,861 votes. The company holds 11,575 series C shares.
Shareholders' Right to Request Information
Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
Available Documents
The annual report, auditor's report, the board's remuneration report and other complete proposals for resolutions will be presented by being made available to shareholders at the company and on the group's website, www.lammhultsdesigngroup.com, no later than three weeks before the meeting. The documents will also be sent to shareholders who specifically request them and provide their address.
For information on how your personal data is processed, please see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
If you have any questions regarding our processing of personal data, please contact us by e-mail at info@lammhultsdesigngroup.se.
Lammhults Design Group AB (publ) has its registered office in Växjö.
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Lammhult in April 2026
Lammhults Design Group AB (publ)
The board of directors
For further information, please contact:
Susanna Hilleskog, CEO and President, tel. +46 (0) 709 55 13 37
Jesper Langebro, CFO, tel. +46 (0) 708 63 70 30
About Lammhults Design Group
Lammhults Design Group is a Swedish furniture group that develops products and interior solutions for public spaces and office environments. The Group operates through two business areas: Office Interiors and Library Interiors. It creates long-term profitable growth by developing and refining its brands, strengthening its customer offering, and driving operational efficiency. Its operations are built on customer insight, design, innovation, and sustainability. The portfolio includes some of Scandinavia's strongest brands, and the products are developed in close collaboration with leading designers in the industry. Lammhults Design Group is listed on Nasdaq Stockholm Small Cap.