Announcement from the Annual General Meeting of Besqab AB (publ)

Adoption of the income statement and balance sheet
The AGM resolved to adopt the income statement and balance sheet of Besqab as well as the consolidated income statement and consolidated balance sheet.

Allocation of profits
The AGM resolved to pay a dividend to holders of Class B preference shares of a total of SEK 7.50 per preference share, corresponding to a total amount of SEK 87,573,240, based on 11,676,432 outstanding Class B preference shares. The payment will be made in four quarterly installments.

In accordance with the Articles of Association, it was resolved that the record dates for the quarterly dividends shall be 1 September 2026 (SEK 1.88), 1 December 2026 (SEK 1.87), 1 March 2027 (SEK 1.88) and 1 June 2027 (SEK 1.87). Payment through Euroclear Sweden AB is expected to take place on 4 September 2026, 4 December 2026, 4 March 2027 and 4 June 2027.

It was further resolved that any new preference shares issued under the authorization shall entitle the holder to dividends as from the date they are entered in the share register maintained by Euroclear Sweden AB. Upon full utilization of the authorization, an amount of up to SEK 86,434,837.50 may be distributed in respect of additional preference shares.

It was resolved that no dividend shall be paid on ordinary shares.

Discharge from liability
The Board of Directors and the CEO were granted discharge from liability for the 2025 financial year.

Election of Board of Directors and auditor, and remuneration
The AGM resolved, in accordance with the Nomination Committee’s proposal, that the Board shall consist of eight members. It was also resolved that the Company shall have a registered audit firm as auditor.

The AGM further resolved, in accordance with the Nomination Committee’s proposal, that Board and committee remuneration shall amount to a total of SEK 4,172,500 (SEK 4,120,000 previous year) and be paid as follows:

• SEK 400,000 (SEK 380,000 previous AGM) to each Board member and SEK 800,000 (SEK 760,000 previous AGM) to the Chairman of the Board,
• SEK 85,000 (SEK 80,000 previous AGM) to each member of the Audit Committee and SEK 125,000 (SEK 120,000 previous AGM) to the Chairman of the committee, and
• SEK 42,500 (SEK 40,000 previous AGM) to each member of the Remuneration Committee and SEK 65,000 (SEK 60,000 previous AGM) to the Chairman of the committee.

The AGM resolved, in accordance with the Nomination Committee’s proposal, that Per Rutegård, through PRP Management AB, shall receive additional remuneration of SEK 1,000,000 excluding VAT for work performed outside the Board duties in his capacity as executive Chairman. The remuneration applies to work performed from the AGM 2026 until the AGM 2027. The fee is not formally part of Board remuneration, but for transparency reasons the Nomination Committee proposed that the AGM should resolve on it. During 2025, Per Rutegård invoiced, through PRP Management AB, approximately SEK 1,300,000 excluding VAT for consulting work performed for the Company.

The AGM further resolved, in accordance with the Nomination Committee’s proposal, to discontinue the previously established Investment Committee. Investment decisions will instead be handled solely by the Board.

It was further resolved that auditor’s fees shall be paid in accordance with approved invoices.

The AGM resolved, in accordance with the Nomination Committee’s proposal, to re-elect Board members Johan A. Gustavsson, Per Rutegård, Samir Taha, Sara Mindus, Louise Eklund, Andreas Philipson and Zdravko Markovski, and to elect Pär Warnström as a new Board member. Per Rutegård was re-elected as Chairman of the Board. Olle Nordström had declined re-election.

Ernst & Young Aktiebolag was re-elected as auditor of the Company in accordance with the Nomination Committee’s proposal. Ernst & Young Aktiebolag has announced that authorized public accountant Gabriel Novella will continue as auditor-in-charge.

Approval of the remuneration report
The AGM resolved to approve the remuneration report.

Authorization for the Board to resolve on issuances
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board, until the next AGM, on one or more occasions, to resolve to issue ordinary shares, preference shares, warrants and/or convertibles, with or without preferential rights for shareholders, corresponding to a maximum of 10 percent of the Company’s share capital based on the number of shares at the time of the AGM, to be paid in cash, by set-off or in kind.

Authorization for the Board to resolve on repurchase and transfer of own shares
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to resolve on repurchases of the Company’s own ordinary shares. Repurchases may only be made on Nasdaq Stockholm or another regulated market. The authorization may be utilized on one or more occasions up until the AGM 2027. A maximum number of shares may be repurchased so that the Company’s holding of own shares does not at any time exceed 3 percent of all shares in the Company.

The AGM authorized the Board to resolve on transfers of own ordinary shares, with or without deviation from the shareholders’ preferential rights. Transfers may take place (i) on Nasdaq Stockholm or (ii) outside Nasdaq Stockholm in connection with acquisitions of companies, operations or assets. The authorization may be utilized on one or more occasions up until the AGM 2027. A maximum number of shares may be transferred equal to the number of shares held by the Company at the time of the Board’s decision. Transfers on Nasdaq Stockholm may only be made at a price within the prevailing bid-ask spread.

Resolution on incentive program 2026/2029
The AGM resolved, in accordance with the recommendation of the Remuneration Committee, to implement an incentive program through a new issue of a maximum of 1,644,000 warrants to senior executives, employees and other key persons within the Company, the Group and Aros Bostadskapital 23 AB, reg. no. 559164-7473 (the “Subsidiary”), with subsequent transfer to senior executives, employees and other key persons within the Company and the Group (“Incentive Program 2026/2029”). The Company’s share capital may increase by a maximum of SEK 32,880. The warrants shall entitle holders to subscribe for new ordinary shares in the Company.

The Subsidiary has the right to subscribe for the warrants free of charge, and senior executives, employees and key persons in the Company and the Group have the right to subscribe for warrants at a premium corresponding to the market value of the warrants. Each warrant entitles the holder to subscribe for one (1) new ordinary share in the Company during the period from 1 June 2029 up to and including 31 August 2029, or any earlier date as stipulated in the terms of the warrants. The subscription price shall be set at an amount corresponding to 120 percent of the volume-weighted average price on Nasdaq Stockholm during the period from 15 April 2026 up to and including 28 April 2026.

For detailed terms regarding the resolutions above, reference is made to the notice convening the meeting and the complete proposals available on the Company’s website, www.besqabgroup.se.