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| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Råvaror |
| Industri | Gruvdrift & metaller |
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The shareholders in Nordisk Bergteknik AB (publ), reg. no. 559059-2506, (the "Company"), are hereby invited to attend the Annual General Meeting to be held on Thursday, May 7, 2026, at 2.00 p.m. at the offices of Setterwalls Advokatbyrå at Sankt Eriksgatan 5, 411 05 in Gothenburg. Registration for the meeting begins at 1.30 p.m.
Right to participate and notice
Shareholders shall be entitled to participate in the General Meeting provided that they (i) are recorded in the share register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository) as of 28 April 2026, and (ii) have notified the Company of their intention to participate no later than 30 April 2026.
Notice of intent to participate in the Annual General Meeting can be made
- by email to agm@bergteknikgroup.com,
- by mail addressed to Nordisk Bergteknik AB (publ), Östra Hamngatan 52, 411 08 Gothenburg.
The notice shall specify the shareholder's name, personal identity or company registration number, address, daytime telephone number and, if applicable, the number of assistants (maximum two assistants), name and personal identity number regarding any representatives or proxies. A registration form is available on the Company's website, www.nordiskbergteknik.se. The registration form may be ordered from the same postal address as stated above for registration for the Annual General Meeting.
Nominee registered shares
In order to be entitled to participate in the meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names. Shareholders wishing to have their shares re-registered for voting purposes must notify their nominee well in advance of 30 April 2026. Such voting right registration must be completed with Euroclear Sweden AB by 30 April 2026.
Proxies
A shareholder who is to be represented by proxy must issue a written, dated and signed power of attorney. If the power of attorney has been issued by a legal entity, a certified copy of the registration certificate of the legal entity (or an equivalent document for a foreign legal entity) must be enclosed to the power of attorney. The documents must not be more than one year old, unless a longer period of validity is specified in the power of attorney (however, no more than five years). Power of attorney forms can be found on the Company's website, www.nordiskbergteknik.se. A power of attorney form may be ordered from the same postal address as stated above for registration for the Annual General Meeting.
In order to facilitate the registration process, the power of attorney in original, registration certificate and other documents of authorisation should be received by the Company at the abovementioned address no later than 6 May 2026.
Proposed agenda
- The opening of the meeting.
- The election of chairman of the meeting.
- Preparation and approval of voting register.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Consideration of whether the meeting has been duly convened.
- Presentation of the annual report and the auditor's report, as well as the consolidated annual report, the consolidated auditor's report and the Board of Directors' report in accordance with Chapter 8 Section 53a and the auditor's statement in accordance with Chapter 8 Section 54 of the Swedish Companies Act.
- Resolution regarding (a) the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet as well as the Board of Directors' report pursuant to Chapter 8, Section 53a of the Swedish Companies Act, (b) the disposition of the Company's result according to the adopted balance sheet, and (c) the discharge from liability for the members of the Board of Directors and the CEO.
- Determination of remuneration for the Board members and the auditor.
- Resolution on the (a) determination of the number of Board members, and (b) determination of the number of auditors and deputy auditors.
- The election of members of the Board of Directors and appointment of registered audit firm or auditors and deputy auditors, if any.
- Resolution on the adoption of instruction for the Nomination Committee.
- Resolution on the adoption of guidelines on remuneration to senior executives.
- Resolution regarding authorisation for the Board of Directors to resolve on new issue of shares, convertibles and warrants.
- Resolution on authorisation for the Board of Directors to resolve on (a) acquisition and (b) transfer of own shares.
- Closing of the meeting.
Resolution proposals
Item 2: The Nomination Committee proposes that Mats O. Paulsson shall be appointed Chairman of the meeting.
Item 8(b): The Board proposes that no dividend shall be distributed for the financial year 2025 and that the retained earnings of SEK 1,037,340,829 at the disposal of the Annual General Meeting shall be carried forward to new account.
Item 8(c): The auditor endorses that the Annual General Meeting resolves to grant the members of the Board and the CEO discharge from liability for the financial year or for the period of the financial year specified below. Resolutions on discharge from liability shall be made regarding the following executives:
- Mats O. Paulsson (Board member, Chairman of the Board)
- Göran Näsholm (Board member)
- Marie Osberg (Board member)
- Monika Gutén (Board member)
- Ljot Strömseng (Board member until 15 May 2025)
- Magnus Trollius (Board member from 15 May 2025)
- Tom Olander (Board member from 15 May 2025)
- Oscar Rolfsson (Board member from 15 May 2025)
- Andreas Christoffersson (CEO)
Item 9: The Nomination Committee proposes that a fixed remuneration totalling SEK 1,989,000 shall be paid to the members of the Board, of which SEK 569,000 shall be paid to the Chairman of the Board and SEK 284,000 to each member of the Board (a). It is further proposed that the remuneration to the Chairman of the Audit Committee shall amount to SEK 86,000 and SEK 57,000 shall be paid to each member of the Audit Committee and SEK 57,000 shall be paid to the Chairman of the Remuneration Committee and SEK 34,500 to each member of the Remuneration Committee (b). It is proposed that remuneration to the auditor shall be paid in accordance with approved invoice (c).
Item 10: The Nomination Committee proposes that the Company's Board of Directors, for the period until the next Annual General Meeting, shall consist of six ordinary Board members without deputies (a). It is proposed that the number of auditors shall amount to one and that no deputy auditor shall be appointed (b).
Item 11: The Nomination Committee proposes that, for the period until the next Annual General Meeting, Göran Näsholm, Monika Gutén, Marie Osberg, Magnus Trollius, Oscar Rolfsson and Tom Olander be appointed as ordinary members of the Board (all re-elected). It is proposed that Göran Näsholm be appointed as Chairman of the Board (new election). Furthermore, it is proposed that the registered accounting firm KPMG is re-elected, with the authorised public accountant Daniel Haglund (re-election) as the Company's auditor.
Item 12: The Nomination Committee proposes that the Annual General Meeting 2026 adopts a new version of the principles for the appointment of the Nomination Committee and the instruction for the Nomination Committee, to remain in force until otherwise resolved by the General Meeting.
In relation to the currently applicable principles for the appointment of the Nomination Committee and instruction for the Nomination Committee, the proposal entails the following principal changes: that (i) the Nomination Committee shall consist of three (3) members, one representative for each of the three largest shareholders as of the last banking day in August who wish to appoint a member to the Nomination Committee, and (ii) the Nomination Committee shall consider proposals from shareholders received no later than twelve (12) weeks prior to the Annual General Meeting each calendar year. The proposal under (ii) is motivated by the fact that the current arrangement does not afford the Nomination Committee sufficient time to process proposals received from shareholders.
The Nomination Committee further proposes, in line with previous years, that the Company shall bear reasonable costs attributable to the assignment of the Nomination Committee and that no remuneration shall be paid to the members of the Nomination Committee.
The proposed new principles for the appointment of the Nomination Committee and instruction for the Nomination Committee are set out in Schedule 12.
Item 13: The Board of Directors proposes that the Annual General Meeting resolves that the current guidelines for remuneration and other terms of employment for the Company's senior executives shall be adopted to apply unchanged and for a period extending no longer than until the Annual General Meeting 2030, unless otherwise resolved by a general meeting prior thereto. The guidelines are available on the Company's website, www.nordiskbergteknik.se.
Item 14: The Board proposes that the Annual General Meeting resolves to authorise the Board, until the next Annual General Meeting, on one or several occasions, with or without deviation from the shareholders' preferential rights, to decide on new issue of shares, the issue of convertible instruments entitling the holder to convert them into new shares, and the issue of warrants entitling the holder to subscribe for shares. Such issues may be made against cash payment and/or by way of payment in kind or by set-off.
The maximum number of shares that may be issued pursuant to the authorisation, or that may be issued through the exercise of warrants and convertible instruments issued pursuant to the authorisation, shall not exceed 3,000,000 shares.
The number of shares that may be issued based on the authorisation and may be added through the exercise of warrants and conversion of convertible instruments issued pursuant to the authorisation may be recalculated in the event of bonus issue (with issuance of new shares), split or reverse split of shares in the Company.
The authorisation may be used for decisions regarding new issues in connection with agreements relating to corporate acquisitions and/or other forms of capital raising.
The Board of Directors further proposes that the Board, or a person appointed by the Board, be authorised to make any minor formal amendments to the authorisation that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 15(a): The Board proposes that the Annual General Meeting resolves to authorise the Board, during the period until the next Annual General Meeting, on one or several occasions, to decide on the acquisition of shares in the Company. The acquisition of shares may be made up to a maximum number of shares such that the Company's shareholding, at any given time, does not exceed five (5) percent of the total number of outstanding shares in the Company.
Acquisitions may be made on Nasdaq Stockholm in accordance with the rules regarding the repurchase of own shares and at a price per share within the registered price range at any given time, or in the event that the Board commissions a stock exchange member to accumulate a certain amount of the Company's shares in its own book over a certain period, at a price per share within the prevailing price range at any given time or the corresponding volume-weighted average price. Payment for the shares shall be made in cash.
The purpose of the authorisation is to give the Board the opportunity to continuously adjust the Company's capital structure and thereby contribute to increased shareholder value, to be able to benefit from attractive acquisition opportunities by wholly or partially financing future acquisitions, businesses or assets with own shares, and to finance and/or secure the delivery of shares in long-term incentive programs approved by the General Meeting, as applicable.
The Board has, in connection with the proposal, issued a statement on the defensibility of the proposal in accordance with Chapter 19, Section 22 of the Swedish Companies Act, in accordance with Schedule 15(a).
Item 15(b): The Board proposes that the Annual General Meeting resolves to authorise the Board, during the period until the next Annual General Meeting, on one or several occasions, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in kind, set off of claims against the Company, or otherwise with conditions, to decide on the transfer of shares in the Company.
The transfer of shares may be made up to the total number of shares that the Company holds at any given time. Transfers may be made on Nasdaq Stockholm and/or in other ways and may occur in connection with corporate acquisitions, acquisitions of businesses or assets. Transfers of shares on Nasdaq Stockholm may only be made at a price per share within the registered trading price range for the Company's share at any given time, and if the transfer is made in other ways, at a price corresponding to the price in cash or the value of received property that corresponds to the price of the Company's share at the time of the transfer of the shares with such deviation as the Board deems appropriate. Payment for transferred shares may be made in cash, contribution in-kind or set off. The Board has the right to determine other conditions for the transfers.
The purpose of the authorisation is to give the Board the opportunity to continuously adjust the Company's capital structure and thereby contribute to increased shareholder value, to be able to benefit from attractive acquisition opportunities by wholly or partially financing future acquisitions, businesses or assets with own shares, and to finance and/or secure the delivery of shares in long-term incentive programs approved by the General Meeting, as applicable.
Other information:
Majority requirements
Resolutions on item 14 and item 15(a)-(b) must be supported by shareholders with at least two thirds of the votes cast as well as of the shares represented at the meeting.
Number of shares and votes
As of the date of this notice, the total number of shares in the Company amounts to 57,237,867 and the total number of votes in the Company amounts to 57,237,867. The Company does not hold any of its own shares on the date of the notice.
Meeting documents
The annual report and the audit report for the financial year 2025 have been available on the Company's website since 26 March 2026.
The Board of Directors' complete proposals for resolutions as well as related documents will be available to the shareholders of the Company at the address above and on the Company's website, www.nordiskbergteknik.se, in accordance with the Swedish Companies Act.
All of the documents above will also be sent free of charge to the shareholders who request it from the Company and state their address.
Right to request information
The shareholders are hereby informed of their right according to the Swedish Companies Act (2005:551) Chapter 7 Section 32 to request information from the Board of Directors and the CEO at the Annual General Meeting regarding circumstances which may affect the assessment of a matter on the agenda as well as circumstances which may affect the assessment of the Company's and the group's financial position. A shareholder who wishes to exercise their right of request in accordance with the Companies Act Chapter 7 Section 32 shall submit a written request to the Company no later than ten days prior to the Annual General Meeting. The Board and the CEO shall provide the requested information by making it available in writing for shareholders at the Company no later than five days prior to the General Meeting. The information shall also be sent within the same timeframe to the shareholder who requested it. The information will also be made available to the shareholders on the Company's website, www.nordiskbergteknik.se.
Processing of personal data
For information regarding the processing of your personal data, please refer to: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
___________________________
Gothenburg, March 2026
The Board of Directors of Nordisk Bergteknik AB (publ)
The information was submitted, through the care of the contact persons listed below, for publication on 31 March 2026 at 21:15 CEST.
For further information, contact:
Andreas Christoffersson, CEO, +46 70-621 19 28, andreas.christoffersson@bergteknikgroup.com
Johan Lundqvist, CFO, +46 76-392 71 21, johan.lundqvist@bergteknikgroup.com
About Nordisk Bergteknik
Nordisk Bergteknik has a clear growth strategy with the objective to contribute to the development of a future sustainable society. Our companies are specialists within rock handling and foundation solutions, and through compassion and skill they are able to combine demand with the surrounding natural conditions. To be involved at an early stage in building modern societal functions is our everyday life, our home ground and our future.