Notice of annual general meeting of shareholders in Ferronordic AB (publ)
The shareholders of Ferronordic AB (publ) (the “Company”) are invited to attend the annual general meeting (“AGM”) to be held at Radisson Collection Strand Hotel, Nybrokajen 9, Stockholm, on Wednesday May 13, 2026, at 11:30 a.m.
Shareholders wishing to participate at the venue must be recorded in the share register kept by Euroclear Sweden AB on May 5, 2026, and notify the Company of their intention to participate no later than May 7, 2026. When providing such notice, the shareholder should state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants). Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Proxy forms are available on the Company’s website, www.ferronordic.com. The proxy must not be older than 12 months unless it is stated that it is valid for a longer period, although no longer than five years. If the proxy is issued by a legal entity, a copy of the registration certificate or an equivalent certificate of authority must be submitted.
Notification of intention to participate at the AGM as well as other required documents shall be sent per e-mail to AGM@ferronordic.com or by post to the Company’s address Box 5855, 102 40 Stockholm and should have been received by the Company no later than May 7, 2026.
Shareholders who have their shares registered in the name of a trustee or nominee must have their shares owner-registered in the shareholders’ register kept by Euroclear Sweden AB by May 5, 2026. Such owner-registration should be requested at the bank or broker holding the shares in due time to be effective on May 7, 2026.
Information on the resolutions passed at the AGM will be published on May 13, 2026.
Further information and instructions are available in the Notice of AGM, available on the Company’s webpage (www.ferronordic.com).
Proposed agenda
Matters:
- Opening of the meeting
- Election of chairman
- Verification of voting list
- Approval of the agenda
- Election of controllers
- Determination whether the meeting has been duly convened
- Presentation of the work of the Board and the Board committees
- Presentation by the CEO
- Presentation of the annual report and the auditor’s report, as well as the consolidated accounts and the auditor’s report on the consolidated accounts
- Resolution on adoption of the income statement and balance sheet and the consolidated income statement and balance sheet
- Resolution on disposition of the Company’s profits
- Resolution on discharge from liability of the members of the Board and the CEO
- Determination of the number of members of the Board to be elected by the meeting
- Determination of remuneration for the members of the Board and the auditor
- Election of the Board
- Election of the chairman of the Board
- Election of the auditor
- Resolution on the Nomination Committee
- Resolution on the adoption of a policy on remuneration for executives
- Resolution on a long-term incentive program for the Company’s executive management
- Closing of the meeting
Motions
Point 2: The Nomination Committee for the AGM, consisting of Jörgen Olsson (chairman), representing Skandinavkonsult i Stockholm AB, Peter Zonabend, representing Per Arwidsson with associated companies, Lars Corneliusson representing himself and associated companies, and Martin Zetterström, representing Arbona, proposes Lars Corneliusson as chairman of the meeting.
Point 3: The voting list proposed for approval under this point on the agenda is the voting list drawn up by Euroclear Sweden AB on behalf of the Company based on the AGM’s share register.
Point 11: Distributable profits available for distribution by the meeting amount to SEK 1 914 288 153. The Board proposes that no dividend shall be distributed. The distributable profit, amounting to SEK 1 914 288 153, would be carried forward.
Point 13: The Nomination Committee proposes the number of Board members to remain six members without deputies.
Point 14: The Nomination Committee proposes that each Board members be awarded SEK 400,000 except the chairman provided that the chairman remains employed half-time as executive chairman with a total annual compensation of SEK 9 195 699 (including a variable component of maximum SEK 3 985 950). The total remuneration to the Board amounts to SEK 11 195 699. No separate remuneration is paid for work in the Board’s committees. The Nomination Committee further proposes that fees to the auditor be paid according to agreement between the Company and KPMG AB.
Point 15: The Nomination Committee proposes re-election of Annette Brodin Rampe, Lars Corneliusson, Håkan Eriksson, Aurore Belfrage and Peter Zonabend and election of Fredrik Isberg. Presentations of proposed candidates are available on the Company’s website www.ferronordic.com.
Point 16: The Nomination Committee proposes re-election of Lars Corneliusson as executive chairman of the Board.
Point 17: The Nomination Committee proposes election of Deloitte AB as the Company’s auditor for the period until the next AGM.
Point 18: The Nomination Committee proposes that the meeting adopts the following principles regarding the Company’s Nomination Committee:
The Nomination Committee consists of four members. The chairman of the Board shall at the end of the third quarter 2026 contact the four largest identified shareholders and encourage them to appoint their representatives for the Nomination Committee. If a shareholder elects not to appoint a representative, the right to appoint a member passes to the next largest shareholder (provided such shareholder has not already appointed or is entitled to appoint a member). If a member resigns, the shareholder appointing the resigning member shall be asked to appoint another member. The chairman of the Nomination Committee shall be the member appointed by the largest shareholder (unless the Nomination Committee agrees otherwise).
The Nomination Committee shall act in the interest of all shareholders. The duties of the Nomination Committee shall include to evaluate the Board’s constitution and work, and to make proposals for the AGM regarding:
- election of chairman for the AGM,
- number of Board members,
- election of the Board and the chairman of the Board,
- election of auditor (in cooperation with the Board’s audit committee),
- remuneration of the Board, the Board’s committees and the auditor, and
- the Nomination Committee for the next AGM.
The mandate of the Nomination Committee is valid until a new Nomination Committee has been constituted. In case of material ownership changes during the mandate period, the Nomination Committee shall ensure that a new large shareholder is represented in the Nomination Committee. The constitution of the Nomination Committee shall be announced not later than six months before the AGM.
The members of the Nomination Committee receive no compensation from the Company but are entitled to reimbursement for reasonable expenses.
Point 19: The Board proposes that the meeting adopt the following guidelines on remuneration for executives:
These guidelines concern remuneration and other employment terms for Ferronordic’s management. The guidelines apply to employment contracts made after the approval of these guidelines by the meeting and to amendments to existing agreements made thereafter.
Basic principles
Remuneration to executives is based on current market terms on the markets where Ferronordic operates. Remuneration shall also be competitive in order to attract and retain competent executives.
Fixed salaries
Fixed salaries are established individually based on the criteria specified above, as well as the individual executive’s areas of responsibility and performance. For expatriates with salaries in local currency, the fixed salaries can be adjusted to reflect changes in foreign exchange rates.
Variable salaries
Executives may receive variable salaries in addition to fixed salaries. Variable salaries are paid upon fulfilment of pre-determined and measurable performance criteria, primarily based on the development of the Group as a whole, and/or the part of the group’s business that the executive is responsible for. Variable salary for the CEO as well as executives shall not exceed 100% of the fixed salary.
LTI-program
A share or warrant-based long-term incentive program for the Company’s and its subsidiaries’ senior management may be introduced as per separate decision.
Other benefits
Executives are entitled to customary non-monetary benefits such as company cars and company health insurance. In addition, company housing and other benefits can be offered on an individual basis, such as housing allowances and school/kindergarten allowances for expatriates.
Pension benefits
In addition to those pension benefits that executives are entitled to according to law, executives may be offered pension benefits that are competitive in the country where the individual in question is or has been a resident or to which the individual has a relevant connection. Pension plans shall be defined contribution plans without guaranteed pension levels.
Severance pay
Severance pay shall not exceed 12 months.
The Board’s preparation and decision-making on issues concerning remuneration and other terms of employment
The Remuneration Committee is responsible for:
- preparing the Board’s decisions on issues concerning principles of remuneration, remuneration and other terms of employment for executives,
- monitoring and evaluating ongoing and during the year ended programs for variable remuneration,
- monitoring and evaluating the application of these guidelines, and
- monitoring and evaluating current remuneration structures and remuneration levels in the Group.
The Remuneration Committee prepares and the Board resolves on:
- remuneration and employment terms of the CEO, and
- principles for remuneration for the other executives (including pension and severance pay).
The Remuneration Committee also reviews and recommends to the Board share-based incentive programs to be decided by the AGM.
Authority to decide on deviations from these guidelines
The Board may deviate from these guidelines if there are specific reasons in individual cases.
Earlier decisions on remuneration not due at the time of the AGM’s consideration of these guidelines
Remuneration approved but not due at the time of the AGM 2026 fall within the frames of these guidelines.
Point 20: With the purpose of further aligning the interests of the Company’s senior executive management with that of the Company and its shareholders, the Board proposes to introduce a Long-Term Incentive program (”LTI 2026–2028”) for the Company’s senior executive management covering a period of three years.
LTI 2026–2028 would include the CEO and current members of the Executive Management Team of the Company as well as currently three Country Managers.
A Target Bonus Amount (“TBA”) amounting to maximum 200% of the participants’ annual gross fixed salary would be assigned to each participant. The total amount to be paid out to each participant at the end of the three-year vesting period would be dependent on the Total Shareholder Return (“TSR”) of the Ferronordic stock during the vesting period being 1 Januari 2026 to 31 December 2028. TSR is defined as the difference between the price of a Ferronordic share in the beginning and the end of the vesting period increased with the amount of dividend paid out.
Full pay-out corresponding to 100% of the TBA of each participant would require that the TSR reached 300% or higher during the vesting period. The threshold for any pay-out under LTI 2026–2028 would be a TSR of 100%, in which case the payout shall be equal to 1% of the TBA. In case of a TSR at the end of the vesting period between 101% and 300%, the pay-out to be received by the participants shall increase linearly in proportion to the increase of the TSR up to full pay-out.
To be entitled to pay-out under the program, a participant shall be employed by the Company, or any of its subsidiaries, during the entire vesting period. Under certain circumstances such as illness, death, retirements or a sale or delisting of the Company, so called Good Leavers shall be entitled to pay-out under the program as described above in proportion to the part of the vesting period that has elapsed at the time of the participant’s departure from the Company. The Board may approve exceptions concerning these principles in exceptional cases.
The pay-out under the program shall be confirmed by the Board at the end of the vesting period and be paid out in cash to the eligible participants. Each participant will be required to purchase Ferronordic shares for the entire paid-out amount net of tax. Shares purchased under this LTI-program may only be divested by the participants if the participant in question after the divestment holds shares of the Company with a market value corresponding to an amount equal to two fixed gross annual salaries for the CEO and one fixed gross annual salary for other participants. This obligation to hold a minimum amount of shares ceases in case a participant leaves the Company or its subsidiaries.
The maximum total cost for LTI 2026–2028 in case of full pay-out under the proposed performance criteria is estimated to be approximately SEK 45m including social security contributions.
The program will not cause dilution of the current shareholders.
It is the Board’s intention to propose similar LTI-programs for the periods 2027–2029 and 2028–2030 but this decision covers only this particular program LTI 2026–2028.
The notice in its entirety is attached and is also available on the Company’s website: www.ferronordic.com.
About Ferronordic
Ferronordic is a service and sales company in the areas of construction equipment and trucks. It is the dealer for Volvo CE in all or parts of ten states in the United States and represents Hitachi, Sandvik and Link-Belt in parts of the same area. Ferronordic is dealer of Volvo Trucks and Renault Trucks in Germany and dealer of Volvo CE and certain other brands in Kazakhstan. Ferronordic began its operations in 2010 and currently has 40 branches and approx. 800 employees. Ferronordic’s vision is to be the leading service and sales company in its markets. The shares in Ferronordic AB (publ) are listed on Nasdaq Stockholm. www.ferronordic.com
Contact
For investors, analysts and media:
Erik Danemar, CFO and Head of Investor Relations,
Financial Calendar:
Interim report January – March 2026 – May 13, 2026
Annual general meeting 2026 – May 13, 2026
Interim report January – June 2026 – August 12, 2026
Interim report January – September 2026 – November 11, 2026
Year-end report January – December 2026 – February 12, 2027
Nybrogatan 6
SE-114 34 Stockholm
+46 8 5090 7280
Corporate ID no. 556748-7953
www.ferronordic.com
This information was submitted for publication on April 15, 2026, 13:00 CET.
Congratulations!
Your subscription is now saved and you will receive an e-mail to verify your address and activate your subscription.
