SKINNSKATTEBERG, Sweden, July 25, 2024 /PRNewswire/ — Shareholders in Systemair AB (publ), reg. negative. 556160-4108 (“Systemair” or the “Company”) are hereby invited to wait the Corporate’s Annual Normal Assembly (the “AGM”) at 3.00 p.m. on Thursday 29 August 2024 within the Lecture Corridor (Aulan) at Systemair Expo, Skinnskatteberg, Sweden. Registration on the AGM will viewable at 2.00 p.m. Espresso and sandwiches will likely be served.

For the ones wishing to take part, there will likely be a excursion of the Era Centre and Systemair Expo previous to the AGM. The ones wishing to take part must create at 1.00 p.m. at Systemair’s Expo, Skinnskatteberg.

According to the provisions of Bankruptcy 7, Division 4a of the Swedish Corporations Employment and the Corporate’s Articles of Affiliation, the Board of Administrators has determined that, as an spare for shareholders who don’t attend the assembly in individual, postal vote casting will likely be imaginable. Shareholders can subsequently make a selection to workout their vote casting rights on the AGM via attending in individual, via proxy or via postal vote.

Proper to wait the AGM and alertness of purpose to participate

Shareholders wishing to take part within the AGM will have to be entered within the percentage check in maintained via Euroclear Sweden AB at the document pace, Wednesday, 21 August 2024, and will have to notify the Corporate in their purpose to take part negative then than Friday, 23 August 2024.

Registration must be carried out both by means of the method at https://group.systemair.com/registration, via telephone +46 (0)222-440 00, or via publish to Systemair AB, Reception, 739 30 Skinnskatteberg, Sweden. Packages shall come with main points of brand name, civic registration quantity/company registration quantity, cope with, phone quantity, any assistants (not more than two) and choice of stocks. Shareholders represented via a proxy will have to factor a dated energy of lawyer for the proxy. The utmost duration of validity for the ability of lawyer will be 5 (5) years from the occasion of factor. An influence of lawyer method is to be had at the Corporate’s web site, https://group.systemair.com/registration or is also asked via writing to the cope with above.

Any individual representing a felony entity will have to provide a registration certificates, or identical record, confirming the individual’s authority to signal for the organisation. Powers of lawyer, registration certificate and alternative authorisation paperwork will have to be to be had on the AGM and must, to bring to facilitate admission to the AGM, be won via the Corporate negative then than on Friday, 23 August 2024. The actual novel of the ability of lawyer record will have to be proven.

To be entitled to take part within the AGM, a shareholder who has had his/her stocks registered within the title of a nominee will have to organize for the nominee to re-register the stocks within the shareholder’s title in order that the shareholder is entered within the percentage check in at the document pace, Wednesday, 21 August 2024. Such registration is also brief (“voting registration”) and is asked from the nominee according to the nominee’s procedures at such age in proceed because the nominee determines. Balloting registrations asked via shareholders in age for the registration to be made via the nominee via negative then than Friday 23 August 2024 will likely be taken under consideration within the manufacturing of the proportion check in.

Postal vote casting

Shareholders might workout their vote casting rights on the AGM via postal vote casting.

A distinct method will have to be impaired for postal vote casting. The method is to be had at the Corporate’s web site https://group.systemair.com/registration and can also be supplied via mail to shareholders who request it. Postal votes will have to be won via the Corporate negative then than Friday, 23 August 2024. Finished modes, together with any attachments, are to be emailed to [email protected]. On the other hand, the actual vote casting record(s), finished, are to be despatched via publish to Systemair AB, “Årsstämma”, Industrivägen 3, SE-739 30 Skinnskatteberg, Sweden.

Submission of the method is legitimate as notification to take part within the AGM. If the shareholder is a felony entity, a novel of the entity’s registration certificates or identical authorisation record for the felony entity must be connected to the method. The similar applies to postal vote casting via a proxy in the name of the shareholder. Shareholders won’t tied particular directions or statuses to their postal vote. In the event that they accomplish that, their vote will likely be declared inaccurateinappropriate in its entirety. Additional directions are supplied at the postal vote casting method.

Proposed schedule

1)  Claim the assembly viewable and elect a boss for the AGM.

2)  Get ready and approve the listing of electorate.

3)  Elect one or two individuals to make sure the mins.

4)  Resolve whether or not the AGM has been duly convened.

5)  Approve the schedule.

6)  File at the paintings of the Board of Administrators and its committees.

7)  Presentation of the yearly accounts and the consolidated accounts, adopted via the CEO’s document at the trade.

8)  Presentation of audit document and audit document at the consolidated accounts, in addition to auditor’s observation of opinion on compliance with the ideas on remuneration to senior executives, that have carried out within the duration because the previous AGM.

9)  Resolutions on:

a)  adoption of the source of revenue observation and stability sheet, at the side of the consolidated source of revenue observation and the consolidated stability sheet for the 2023/24 monetary 12 months;

b)  disposition of the Corporate’s benefit or loss consistent with the stability sheet followed;

c)  discharge from legal responsibility to the Corporate for the CEO and the participants of the Board.

10)  Solution at the choice of participants of the Board.

11)  Solution on charges to the Board and auditor.

12)  Election of Board of Administrators, Chairman and auditor.

13)  Determination at the goodwill of the remuneration document.

14)  Solution at the Board’s proposal for tips on remuneration and alternative phrases of function for senior executives.

15)  Solution on a) status quo of an incentive programme (LTIP 2024) and b) hedging preparations bearing on thereto.

16)  Solution at the Board’s proposal for authorisation to make a decision on acquisition and switch of the Corporate’s personal stocks.

17)  Solution at the Board’s proposal to factor warrants inside of LTIP 2022.

18)  Ultimate of the assembly.

Proposed resolutions:

Shareholders, in combination representing 53,52 % of the vote casting rights of all stocks within the Corporate, have notified the Corporate that they assistance the proposals underneath pieces 1, 9, 10, 11, 12, 13, 14, 15, 16 and 17 under.

1. Claim the AGM viewable and elect a boss for the assembly
The Nominating Committee for the AGM 2024, consisting of Chairman Lennart Francke, appointed via Swedbank Robur Fonder, and participants Gerald Engström, appointed via Färna Make investments AB, and Magnus Inform, appointed via Alecta, proposes that Gerald Engström be elected Chairman of the AGM.

9. b Appropriation of benefit
The Board of Administrators proposes a dividend of SEK 1.20 in step with percentage. Monday, 2 September 2024 is proposed because the document pace for the dividend. If the AGM resolves according to the proposal, it’s estimated that Euroclear Sweden AB will be capable of pay the dividend on Thursday 5 September 2024.

10. Selection of Board participants
The Nominating Committee proposes that right through the after mandate duration the Board shall consist of 5 ordinary participants elected via the AGM and negative deputies.

11. Solution on charges to the Board and auditor
The Nominating Committee proposes that the remuneration to the Board of Administrators will be SEK 870,000 (830,000) to the Chairman of the Board, SEK 590,000 (560,000) to the Vice Chairman and SEK 365,000 (350,000) to every of the alternative participants elected via the AGM.

Remuneration to the Audit Committee is proposed to stay unchanged at SEK 110,000 (110,000) to the Chairman of the Committee and SEK 55,000 (55,000) to the alternative member.

Remuneration to the Remuneration Committee is proposed to stay unchanged at SEK 30,000 (30,000) to the Chairman of the Committee and SEK 20,000 (20,000) to the alternative member.

The full remuneration to the participants elected via the AGM shall quantity to SEK 2,770,000 (2,655,000).

It’s proposed that the auditor’s charges will be paid consistent with authorized invoices.

12. Election of Board of Administrators, Chairman and auditor
The Nominating Committee proposes the re-election of Board participants Carina Andersson, Gerald Engström, Patrik Nolåker, Gunilla Spongh and Niklas Engström. Gerald Engström is proposed for re-election as Chairman of the Board. Patrik Nolåker is proposed for re-election as Vice Chairman of the Board.

According to the advice of the Audit Committee, it’s proposed that Ernst & Younger AB, auditors, be re-elected because the Corporate’s auditor for a duration of 1 12 months. Ernst & Younger intends to nominate Accepted Nation Accountant Johan Holmberg as auditor in rate.

13. Determination at the goodwill of the remuneration document

The Board of Administrators proposes that the Annual Normal Assembly approves the Board of Administrators’ document on remuneration pursuant to Bankruptcy 8. Division 53a of the Corporations Employment for the monetary 12 months 2023/24.

14. Board’s proposal for tips on remuneration and alternative phrases of function for senior executives
The Board of Administrators proposes that the AGM resolves on refer to tips for the decision of wage and alternative remuneration to senior executives. The Board’s proposal, to be carried out as from the AGM 2024, is widely in line with the ideas acceptable as of the AGM 2023.

Remuneration to senior executives shall – according to the statuses available in the market through which the Corporate operates and the surrounding through which the precise govt works – be aggressive, allow the recruitment of unused executives and assistance to assure that senior executives stay with the Corporate. “Senior executives” refers back to the CEO and alternative participants of Workforce Control.

The device of remuneration shall include a set wage and pension however might also come with variable wage and advantages akin to an organization automobile. Along with the above, particular incentive programmes authorized via the AGM might practice. Fastened wage and advantages will be ambitious in my view according to the aforementioned standards and the precise competence of the actual govt.

Variable pay is according to the Corporate’s functionality with the try of marketing the Corporate’s technique, long-term price foundation and sustainability. The variable portion is paid as a percentage of the mounted wage and might quantity to not more than 40 % of the yearly wage for the CEO, 25 % for alternative senior executives and 15 % for key people.

As a theory, pensions will be premium-based and shall now not exceed 35 % of the salary bottom. The dimensions of the pension shall adhere to the similar standards as above.

The Board will be permitted to escape from the ideas if there are particular causes for doing so in person instances.

Realize of termination and severance bills

The CEO’s function is also terminated with twelve (12) months’ understand via the Corporate or six (6) months’ understand via the CEO. For alternative Senior executives, the duration of understand is as mentioned within the acceptable collective bargaining promise or is not more than twelve (12) months from the Corporate or six (6) months from the worker. Negative alternative oaths entitle the CEO or alternative Senior executives to severance pay

Proportion-based and share-price-based incentive programmes

In 2023 the AGM resolved to factor warrants inside the framework of the inducement program LTIP 2023. Throughout the monetary 12 months Systemair issued a complete of 362,500 warrants for Systemair stocks to Senior executives inside the Corporate. Switch of the warrants to the members has been made at a worth comparable to their marketplace price consistent with an exterior separate valuation with the applying of an authorised valuation fashion (Dark-Scholes). LTIP 2023 runs over 4 years and the closing pace for subscription is 30 September 2027. In 2021, 592,500 warrants had been subscribed for via Senior executives inside of LTIP 2021 and in 2022, 520,740 warrants had been subscribed inside of LTIP 2022. Those programmes additionally trample over 4 years and the closing pace for subscription is 30 September 2025 and 2026 respectively.

The subscription costs quantity to SEK 98,20 for LTIP 2021, SEK 58,30 for LTIP 2022 and SEK 77,50 for LTIP 2023

Shareholders’ perspectives and noteworthy alterations within the tips

As said above the proposed tips to be introduced on the AGM 2024 don’t entail any subject matter adjustments to the Corporate’s present remuneration tips. The Corporate has now not won any subject matter feedback from shareholders at the present tips for the remuneration of Senior executives.

14. Solution on a) status quo of an incentive programme (LTIP 2024) and b) hedging preparations bearing on thereto

A) Status quo of the Programme

The Board of Administrators proposes that the AGM unravel to enforce a long-term share-based and performance-related incentive programme (the “Programme” or “LTIP 2024”). The Programme is aimed toward senior executives (together with the CEO) and workers of the Systemair Workforce and will be carried out once practicable following goodwill of the Board’s proposals to that impact via the Systemair AGM 2024.

The Board needs to inspire senior executives and workers to construct investments within the Corporate. On that foundation, participation within the Programme calls for the Player to construct an funding within the Corporate with their very own budget. The Board believes that the Programme will definitely have an effect on the Corporate’s construction in the future, and can thus get advantages each Systemair and its shareholders.

It’s proposed that the Programme must goal a most of 70 everlasting workers on the Systemair Workforce, inside of refer to 3 sections: President & CEO (1 individual) (“Group 1”), Workforce Control (7 individuals) (“Group 2”) and alternative workers (62 individuals) (“Group 3”). The members in Teams 1–3 are jointly known as the “Participants” and in my view because the “Participant”.

To bring to take part within the Programme, the Individuals are presented the chance to take a position their very own budget in stocks in Systemair at marketplace charge (in an quantity comparable to roughly 8–12 % of the Individuals’ annual salaries), such stocks after being allotted to the Programme (“Investment Shares”). For every Funding Proportion, the Individuals have the option to be allotted a most of 5 (5) stocks in Systemair (“Performance Shares”) sovereign of rate, both via Systemair or via a chosen 3rd celebration, according to the phrases and statuses move ahead under for the monetary years 2024/2025, 2025/2026 and 2026/2027 (the “Measurement Period”). Allocation of Efficiency Stocks will whisk playground later the tip of a vesting duration, which runs from the beginning of the Programme as much as and together with the occasion of e-newsletter of the period in-between document for the duration Might–July 2027 (“Vesting Period”). The precise to obtain Efficiency Stocks isn’t transferable.

Notification and knowledge to the Individuals within the Programme will likely be supplied right through August 2024, with the Programme to therefore be introduced once practicable later the AGM 2024 (even if the Board will be entitled to put off this occasion for person Individuals if spot on for specific causes, however to negative then than 31 March 2025).

The Individuals might make a selection to put money into not more than refer to choice of Funding Stocks, which, relying on track success, might generate allocation of the utmost choice of Efficiency Stocks as follows:

“Performance share A”: One (1) Efficiency Proportion A in step with Funding Proportion will likely be allotted if the entire shareholder go back on Systemair’s stocks (“TSR”), over a duration of ten (10) buying and selling days starting at the first buying and selling pace later the pace of e-newsletter of the year-end document at the duration Might 2023–April 2024, when compared with the corresponding duration later the year-end document at the duration Might 2026–April 2027, exceeds fifteen (15.0) in step with cent.^[1]

“Performance share B”: A most of 1 and a part (1.5) Efficiency Stocks B in step with Funding Proportion will likely be allotted if the typical natural annual building up in internet gross sales quantities to or exceeds 5 % (5.0) right through the Dimension Length. Fulfillment of the functionality goal is deliberate on a monetary 12 months foundation with an equivalent allocation for every monetary 12 months, wherein the general allocation will likely be according to the total success of the person monetary 12 months goals right through the Dimension Length.

“Performance share C”: A most of 2 (2) Efficiency Stocks C in step with Funding Proportion will likely be allotted if the typical annual running margin (EBIT margin) quantities to or exceeds ten % (10.0) right through the Dimension Length. Fulfillment of the functionality goal is deliberate on a monetary 12 months foundation with an equivalent allocation for every monetary 12 months, wherein the general allocation will likely be according to the total success of the person monetary 12 months goals right through the Dimension Length.

“Performance share D”: A most of part (0.5) a Efficiency Proportion D in step with Funding Proportion will likely be allotted if at least two thirds (2/3) of the yearly ESG goals poised via the Board had been met or exceeded in every monetary 12 months right through the Dimension Length. Fulfillment of the functionality goal is deliberate on a monetary 12 months foundation with an equivalent allocation for every monetary 12 months, wherein the general allocation will likely be according to the total success of the person monetary 12 months goals right through the Dimension Length. On the age of launch the Programme, the Board has followed refer to ESG goals:

i) Build up the percentage of girls managers, ii) Let go Scope 1 and a pair of emissions depth, iii) Let go the velocity of accidents well-known to in poor health drop via 15 % once a year

In allocating Efficiency Stocks A–D, every goal success is classed one after the other and so for optimum allocation in LTIP 2024, all goals mentioned above will have to be completed.

The duration for Individuals to put money into Funding Stocks will be 2–27 September 2024. On the other hand, the Board will be entitled to increase (or put off) the duration for funding, within the tournament as an example that any shape must get up right through the duration fighting acquisition via the Individuals, or within the tournament that any ‘closed’ or alternative alike duration through which insider data within the corporate exists must practice, even if as much as negative then than 31 March 2025.

Efficiency Stocks A–D might usually now not be allotted till later the tip of the Vesting Length.

To bring for a Player, the place acceptable, to be allocated Efficiency Stocks A–D, the Player will have to, with positive exceptions, had been completely hired within the Systemair Workforce right through all the Vesting Length and the Player will have to have retained, till the tip of the Vesting Length, the Funding Stocks invested inside the scope of the Programme. Funding Stocks bought previous to the tip of the Vesting Length shall now not be incorporated within the calculation to decide the allocation of Efficiency Stocks A–D.

The Board will be entitled to formulate and unravel at the impressive phrases and statuses of the Programme and will be entitled to construct cheap changes to fulfill particular regulatory or marketplace statuses in a foreign country, akin to waiving the requirement to put money into Funding Stocks and/or providing money agreement to Individuals. On this context, the Board will be permitted to enforce an spare incentive resolution for staff in nations the place participation in LTIP 2024 isn’t suitable, through which case the phrases and statuses for this sort of spare resolution shall, so far as practicable, correspond to these of LTIP 2024.

Participation within the Programme is topic to such participation being legally permissible within the jurisdictions involved. Within the tournament that, within the opinion of the Board, a Player can’t be allotted Efficiency Stocks A–D at cheap charge or with cheap administrative efforts, or to bring to facilitate the cost of tax on advantages, the Board will be permitted to approve a money agreement for such Player.

An additional status for participation within the Programme is that Individuals input into an promise with the Corporate in regards to the complete phrases and statuses of the Programme. The Board, or individual designated via the Board, is permitted to attract up and conclude such oaths with the Individuals.

To bring to align the pursuits of the Individuals and the shareholders, Systemair will catch up on dividends and alternative transfers of price to the shareholders right through the Vesting Length via expanding the choice of stocks that every Efficiency Proportion A–D entitles the Player to obtain.

The Programme shall contain a most of 640,000 stocks in Systemair, represented via not more than 600,000 stocks according to allocation of Efficiency Stocks A–D (aside from Funding Stocks), and not more than 40,000 stocks as reimbursement for any dividends.

^[1] TSR will be understood as that means the go back to shareholders within the method of percentage charge adoration and reinvestment of any dividends right through the Dimension Length. TSR is calculated via evaluating the typical endmost charge of the Corporate’s percentage over a duration of ten (10) buying and selling days starting at the first buying and selling pace later the pace of e-newsletter of the year-end document at the duration Might 2023–April 2024, when compared with the corresponding duration later the year-end document at the duration Might 2026–April 2027.

Prices of the Programme and so forth.

The prices of the Programme, that are recognised within the source of revenue observation, had been calculated according to the IFRS 2 accounting usual, at the side of provision for expected social safety contributions, and are reported as amassed over the Vesting Length.

The calculation is according to the endmost charge for Systemair stocks on 3 July 2024, i.e. SEK 77.70 in step with percentage, and refer to suppositions: (i) an annual dividend handover of roughly 1.7 in step with cent, (ii) annual worker yield of 10 %, (iii) a median success of one hundred pc of the Efficiency Situation for Efficiency Stocks A and D, and of fifty % for Efficiency Stocks B and C and (iv) a most of a complete 600,000 Efficiency Stocks A–D to be had for allocation aside from dividend reimbursement.

Along with what follows from the above, the prices for the Programme had been according to the suppositions that the Programme accommodates 70 Individuals, that every Player takes up their most funding entitlement and that each one Funding Stocks stay in playground on the terminate of the Vesting Length. In overall, the prices of the Programme, calculated according to IFRS 2 are estimated at round SEK 18.5 million, aside from social safety contributions (SEK 32.2 million assuming a median success of one hundred pc of all functionality statuses).

The prices of social safety contributions are estimated at roughly SEK 6.4 million, according to the above suppositions, and an assumed annual percentage charge building up of 10 % over the expression of the Programme and a tax charge of 25 in step with cent (SEK 11.2 million at a median of one hundred pc success of the Efficiency Situation) for social safety contributions.

The anticipated annual prices of SEK 8.5 million, together with social safety contributions, constitute roughly 0.4 % of the Systemair Workforce’s overall group of workers prices for the monetary 12 months 2023/2024.

Affect of the Programme on key functionality signs and dilution

Upon most allocation of Efficiency Stocks A–D, and assuming that negative company occasions (alternative than dividend reimbursement) necessitating recalculation happen right through the Vesting Length, the choice of Systemair stocks to be allotted sovereign of rate within the Programme totals 640,000, representing roughly 0.31 in step with cent of the proportion capital and votes (calculation according to the choice of stocks in Systemair remarkable on 20 June 2024).

The have an effect on on key functionality signs and profits in step with percentage is marginal

Hedging and dilution

To allow implementation of the Programme in a cost-efficient and versatile approach, the Board has regarded as other forms for supply of stocks within the Programme. Those come with repurchase and switch of treasury stocks to Programme Individuals, the issuance, repurchase and next switch of stocks to Programme Individuals, and “equity swap” oaths with 3rd events. The Board has additionally taken under consideration the truth that supply of stocks within the Programme will be effected negative previous than right through 2027.

The Board proposes that the Assembly resolves, as a prime choice, that the Corporate’s duties coming up from LTIP 2024 must be fulfilled thru repurchase and switch of treasury stocks as described in divisions B.1 and B.2 under. Within the tournament that almost all required for divisions B.1 and B.2 under can’t be completed, the Board proposes that Systemair must be capable of input into an fairness change promise with a 3rd celebration, as described in division B.3 under.

Not one of the hedging choices will lead to an building up within the choice of stocks within the Corporate and subsequently is not going to lead to any dilutive impact in regards to the choice of stocks issued to present shareholders.

B) Hedging measures in reference to the Programme

1. Proposal to authorise the Board of Administrators to unravel upon acquisition of treasury stocks by means of the hold alternate for the needs of LTIP 2024

To assure Efficiency Stocks are brought to Individuals in each LTIP 2024 and any generation incentive programmes, the Board proposes that the AGM must unravel to authorise the Board to unravel upon acquisition of a most of 640,000 stocks within the Corporate as follows:

a) The stocks will be bought on Nasdaq Stockholm according to Nasdaq Stockholm’s laws in power at any given age.

b) Acquisitions is also made at a worth inside of the associated fee field widespread at any given age, this is, inside the field between the perfect bid charge and the bottom ask charge revealed on an ongoing foundation via Nasdaq Stockholm.

c) Acquisitions will be made on a money cost foundation.

d) The authorisation is also exercised on a number of events previous to the AGM 2025.

2) Proposal for answer as to switch of treasury stocks to Individuals in LTIP 2024

To assure supply of Efficiency Stocks to the Individuals in LTIP 2024, the Board proposes that the AGM unravel to switch a most of 640,000 treasury stocks as follows:

a) The Individuals will be entitled to obtain stocks, wherein every Player will be entitled to obtain the choice of stocks to which they’re entitled in LTIP 2024.

b) Stocks will be transferred sovereign of rate to Individuals in LTIP 2024 on the age and at the phrases and statuses making use of to LTIP 2024.

c) The choice of Efficiency Stocks that can be transferred will be recalculated because of any bonus factor (to bring about the issuance of unused stocks), percentage fracture, rights factor and/or alternative usual company tournament carried out right through the Vesting Length, as described within the phrases and statuses for LTIP 2024.

d) The cause of the waiver of the preferential rights of shareholders in reference to the switch of stocks is to allow stocks within the Corporate to be delivered in LTIP 2024, and the Board considers it to be within the pursuits of the Corporate and the shareholders that Individuals within the Programme must be presented the chance to change into shareholders within the Corporate according to the phrases and statuses of LTIP 2024.

Since LTIP 2024 isn’t anticipated to offer get up to a necessity for money agreement or cost of social safety contributions till such age as Efficiency Stocks are allotted, the Board does now not suggest that the AGM must additionally unravel on transfers of treasury stocks by means of the hold alternate to bring to reserve such bills on the subject of liquidity. Prior to any Efficiency Stocks are transferred to Individuals in LTIP 2024, the Board might suggest {that a} next AGM must unravel that transfers of treasury stocks is also carried out by means of the hold alternate to bring to reserve such bills.

3) Fairness change oaths with 3rd events

The Board proposes that the AGM, within the tournament {that a} enough majority as mentioned in divisions B.1 and B.2 above can’t be completed, must unravel to hedge the monetary publicity this is anticipated to get up by means of LTIP 2024 via enabling Systemair to go into into “equity swap agreements” with 3rd events on marketplace phrases, consistent with which the 3rd celebration will be ready in its personal title to procure and switch stocks in Systemair to the Individuals in LTIP 2024.

Particular authorisation

The Board proposes that the Board, or individual designated via the Board, will be permitted to adopt any minor changes to the above-mentioned draft resolutions as is also required via formal necessities. If significant changes whisk playground within the Systemair Workforce or available in the market that within the Board’s view would consequence within the statuses for allocation of Efficiency Stocks now not being regarded as cheap, the Board will be permitted to construct changes to LTIP 2024, together with inter alia the precise to unravel that the choice of Efficiency Stocks allotted must be lowered or that negative Efficiency Stocks in any way must be allotted.

Preparation of the proposal

The proposed Programme and linked hedging measures have, underneath tips issued via Systemair’s Board of Administrators, been ready via Systemair’s Remuneration Committee, with the help of exterior advisors. The Remuneration Committee has introduced its paintings to the Board, whereupon the Board has determined to suggest that the Programme and linked hedging measures be followed on the AGM 2024. Neither the CEO nor any alternative one who is also eligible for inclusion in LTIP 2024 has participated within the Board’s preparation of or answer at the proposal.

Previous incentive programmes at Systemair

For an account of the Corporate’s alternative ongoing incentive programmes, see Word 11 of the 2023/2024 Annual File and the Board of Administrators’ 2023/2024 Remuneration File. Alternative than those programmes, the Corporate isn’t running any alternative long-term incentive programmes.

Laws on majority vote casting

The answer of the AGM as in step with division A., above, calls for a majority of greater than part of the votes forged. To bring for a answer as in step with the proposal in division B.1 above to be legitimate, it will have to be supported via shareholders representing at least two thirds of each the votes forged and the stocks represented on the AGM. To bring for a answer as in step with the proposal in division B.2 above to be legitimate, it will have to be supported via shareholders representing at least 9 tenths of each the votes forged and the stocks represented on the AGM. To bring for a answer as in step with division B.3 above to be legitimate, it will have to be supported via a majority of greater than part of the votes forged on the AGM.

16. Solution at the Board’s proposal for authorisation to make a decision on acquisition and switch of the Corporate’s personal stocks
The Board proposes proposes that the AGM unravel to authorise the Board to make a decision, on a number of events right through the duration till the after AGM, at the acquisition of stocks within the Corporate.

a) Most choice of stocks is also repurchased in order that the Corporate’s retaining at any age does now not exceed 5 (5) in step with cent of all stocks within the Corporate.

b) The stocks will be bought on Nasdaq Stockholm at a worth inside of the associated fee field widespread at any given age, this is, inside the field between the perfect bid charge and the bottom ask charge revealed on an ongoing foundation via Nasdaq Stockholm.

c) Acquisitions will be made on a money cost foundation.

The Board has issued a observation according to Bankruptcy 19, Division 22 of the Swedish Corporations Employment.

The Board of Administrators additional proposes that the AGM unravel to authorise the Board to make a decision, on a number of events right through the duration till the after AGM, at the switch of stocks within the Corporate.

a) The stocks will be transferred on Nasdaq Stockholm at a worth inside of the associated fee field widespread at any given age, this is, inside the field between the perfect bid charge and the bottom ask charge revealed on an ongoing foundation via Nasdaq Stockholm.

b) Switch of stocks is also made with diversion from the shareholders’ preferential rights.

The aim of the authorisations is to permit the Board to regulate the capital construction to bring to assemble greater price for the Corporate’s shareholders.

Laws on majority vote casting

To bring for the AGM’s determination to be legitimate, the proposal will have to be supported via shareholders representing at least two thirds of each the votes forged and the stocks represented on the AGM.

17. Solution at the Board’s proposal to factor warrants inside of LTIP 2022

The AGM 2022 resolved to enforce an incentive programme known as “LTIP 2022”. To bring to finish the LTIP 2022 registration procedure on the Swedish Corporations Registration Place of job, the Board proposes that the AGM as soon as once more confirms LTIP 2022 via resolving to the issuing of warrants at the phrases and statuses move ahead under, that are in form with the verdict of the AGM2022.

The problem of the warrants shall, with diversion from the shareholders’ preferential rights, be directed to the completely owned subsidiary, Kanalfläkt Commercial Carrier AB, registration quantity 556063-2530 (the “Subsidiary”). The warrants will be issued sovereign of rate to the Subsidiary. The precise to subscribe for the warrants is vested within the Subsidiary with the precise and legal responsibility for the Subsidiary to trade in workers inside of LTIP to procure the warrants for attention at the phrases and statuses move ahead under.

The cause of the diversion from the shareholders’ preferential rights is that the Board of Administrators believes that it’s impressive and within the passion of all shareholders that Workforce control and alternative key individuals, who’re deemed impressive for the additional construction of the corporate, have a long-term passion in excellent price enlargement for the Corporate’s stocks. A private long-term shareholder constancy will also be anticipated to give a contribution to an greater passion within the corporate’s actions and function, in addition to to extend members’ motivation and affinity with the corporate and its shareholders.

A proof of the preparation of the proposal, the prices of the programme and the have an effect on on key signs is given in Appendix A.

Factor of warrants to the Subsidiary

The problem, which accommodates a most of 600,000 warrants of sequence 2022/2026 will be made with derogation from shareholders’ preferential rights and on refer to phrases.

1. Selection of warrants issued

The Corporate shall factor a most of 600,000 warrants. Every warrant carries the precise to subscribe for one (1) unused percentage within the Corporate.

2. Subscription rights and allotment

The precise to subscribe for the warrants shall, with diversion from the shareholders’ preferential rights, be solely vested within the Subsidiary completely owned via the Corporate.

3. Factor charge

The warrants will be issued sovereign of rate to the Subsidiary.

4. While for signing

The warrants will have to be subscribed for inside of 4 (4) weeks from the occasion of the problem determination. The Board of Administrators has the precise to increase the subscription duration.

5. While for workout of warrants

Every warrant entitles the holder to subscribe for one (1) unused percentage within the Corporate. Subscription of stocks according to the phrases of the warrants might whisk playground right through refer to sessions:

a) a two-week duration from the pace following the e-newsletter of the Corporate’s period in-between document for the duration 1 Might to 31 July 2025/2026, however negative previous than 18 August 2025 and negative then than 30 September 2025,

b) a two-week duration from the pace following the e-newsletter of the corporate’s period in-between document for the duration 1 Might to 31 January 2025/2026, however negative previous than 2 March 2026 and negative then than 30 April 2026, and

c) a two-week duration from the pace following the e-newsletter of the corporate’s period in-between document for the duration 1 Might to 31 July 2026/2027, however negative previous than 17 August 2026 and negative then than 30 September 2026.

6. Subscription charge

The subscription charge for the proportion upon workout of the warrant will be an quantity equivalent to 110 % of the calculated quantity weighted reasonable charge of the corporate’s percentage on Nasdaq Stockholm right through the duration from 29 August 2022 to 9 September 2022. If the corporate has within data right through this era, the Board of Administrators shall have the precise to put off the size duration. The subscription charge is probably not not up to the wave quota price of the proportion. Within the tournament that the subscription charge exceeds the quota price of the former stocks, the huge quantity (the huge charge) will be recorded within the sovereign percentage top rate investmrent within the corporate’s stability sheet.

If, upon subscription of a percentage, the closing paid charge on Nasdaq Stockholm for the Corporate’s percentage on the akin of buying and selling at the buying and selling pace in an instant previous the unused subscription exceeds 160 in step with cent of the amount weighted reasonable charge of the Corporate’s percentage right through the duration from 29 August 2022 as much as and together with 9 September 2022, the subscription charge will be greater via an quantity equivalent to the volume in which the stated cost charge exceeds 160% of the stated reasonable charge

Backup fashion

Holders of the warrants shall have the precise, upon subscription of stocks with the workout of the warrants, to request the applying of an spare workout fashion according to the total phrases and statuses. When making use of the spare subscription fashion, the subscription charge for every percentage will be equivalent to the quota price of the proportion and the warrants shall entitle the holder to a transformed choice of stocks, which will be decrease as a establishing level. On the other hand, the warrants shall now not entitle the holder to a couple of (1) percentage in step with warrant, topic to any conversion according to the total phrases and statuses of the warrants. Assuming that the subscription charge for the stocks within the corporate for which warrants entitle to subscription is about at SEK 58.30, utility of the spare workout fashion would have refer to results within the tournament of complete unused subscription with the assistance of all 600,000 warrants and whole workout of the spare workout fashion on the percentage costs for the corporate’s stocks previous to the subscription duration indicated under:

Illustrative calculation instance according to an assumed subscription charge of SEK 58.30

    

7.  Build up in percentage capital

The rise within the Corporate’s percentage capital, if the warrants are exercised in complete, might quantity to a most of SEK 150,000 (assuming the wave quota price and that negative conversion has taken playground).       

8.  Dividend

Stocks subscribed for with the workout of the warrants elevate the precise to a dividend for the primary age at the document occasion for dividends that falls closest later subscription has been accomplished.

9.  Authorisation and laws on majority vote casting

The Board, or the individual appointed via the Board, will be permitted to construct such minor amendments to the answer as is also required for registration with the Swedish Corporations Registration Place of job and Euroclear Sweden AB.

To bring for the AGM’s determination to be legitimate, the proposal will have to be supported via shareholders representing at least two thirds of each the votes forged and the stocks represented on the AGM.

The whole phrases and statuses for the warrants are move ahead in Appendix B – “Terms and conditions for Systemair AB (publ) warrants 2022/2026”. Amongst alternative issues, division 8 of Appendix B states that the subscription charge in addition to the choice of stocks for which every warrant entitles the holder to subscribe is also recalculated within the tournament of an advantage factor, unused factor, fracture, merger or in positive alternative instances.

Within the tournament of complete subscription and whole workout of the warrants, the corporate’s percentage capital is also greater via a most of SEK 150,000 thru the problem of a most of 600,000 stocks, every with a quota price of SEK 0.25 (later of completion of the proportion fracture), topic, alternatively, to the conversion that can be required underneath the phrases of the warrants. Those unused stocks, when totally exercised, constitute roughly 0.29 % of the entire choice of stocks within the Corporate.

To be had paperwork and main points of the choice of stocks remarkable within the Corporate
The yearly document and audit document, auditor’s observation on compliance with the ideas on remuneration to senior executives in power because the previous AGM, the total textual content of the Board’s proposed resolutions as above and alternative paperwork as required via the Swedish Corporations Employment will likely be made to be had to shareholders on the Corporate’s places of work and at the Corporate’s web site at staff.systemair.com negative then than from Thursday, 8 August 2024, inclusive. The paperwork will likely be despatched sovereign of rate to any shareholders who request to obtain them and who grant their postal cope with. The paperwork can be to be had on the AGM. On the age of factor of this invitation, there are a complete of 208,000,000 stocks and votes within the Corporate. The Corporate holds negative treasury stocks.

Data on the AGM
The Board of Administrators and President shall – if any shareholder so requests and the Board considers the request is also met with out important injury to the Corporate – on the AGM divulge details about cases that can have an effect on the wisdom of an merchandise at the schedule, cases that can have an effect on wisdom of the monetary status of the Corporate or a subsidiary and the Corporate’s courting with any other Workforce corporate. Any individual wishing to post questions in proceed might do with the intention to Systemair AB, Reception, 739 30 Skinnskatteberg or via electronic mail to: [email protected] 

Processing of private information

For more info on how private information is processed in reference to the AGM, please please see the privateness coverage to be had on Euroclear Sweden AB’s web site:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf 

Skinnskatteberg, July 2024
Systemair AB (publ)
Board of Administrators

For additional data touch:

Gerald Engström, Chairman of the Board + 46 70 519 00 01
Roland Kasper, CEO, + 46 73 094 40 13
Anders Ulff, CFO, + 46 70 577 40 09

This data used to be made community via the above-mentioned contacts on 25 July 2024 at 08:00.

Systemair in short

Systemair is a well-known air flow corporate running in 51 nations in Europe, North The usa, the Center East, Asia, Australia and Africa. The corporate had a yield of SEK 12.3 billion within the 2023/24 monetary 12 months and employs roughly 6,600 workers these days. Systemair has reported an running benefit annually since 1974 when the corporate used to be based. Over the occasion 10 years, enlargement has averaged 9 %. Systemair is helping to enhance the indoor atmosphere with the assistance of energy-efficient and sustainable merchandise that leave carbon dioxide emissions.

Systemair has a well-established trade in enlargement markets. Systemair stocks had been quoted at the Nasdaq OMX Nordic Trade in Stockholm since October 2007 and are these days traded at the Massive Cap Record. The Workforce accommodates about 90 firms. 

This data used to be dropped at you via Cision http://news.cision.com

https://news.cision.com/systemair-ab/r/invitation-to-attend-systemair-ab–publ-s-annual-general-meeting,c4018332

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