19th May 2026 13:03
Clavister AB held its Annual General Meeting on 19 May 2026 in Örnsköldsvik.
For detailed information regarding the content of the resolutions, please refer to the full notice of the Annual General Meeting and the complete proposals, which are available on the company’s website, www.clavister.com.
The following main decisions were made.
Adoption of the income statements and the balance sheets
The meeting resolved to adopt the income statement and the balance sheet as well as the income statement for the group and the balance sheet for the group for 2025.
Allocation of results
The meeting resolved, in accordance with the Board of Directors’ proposal, that the funds available for the meeting for the financial year 2025 be transferred to a new account.
Discharge from liability
The meeting granted the directors and the CEO discharge from liability towards the company for the management in 2025.
Board of Directors and auditors
The meeting resolved, in accordance with the Nomination Committee’s proposal, that the Board of Directors shall be composed of four directors for the period until the next Annual General Meeting.
The meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect Andreas Hedskog, Staffan Dahlström, Stina Slottsjö and Tobias Öien as directors for the period until the end of the Annual General Meeting 2027. It was resolved to re-elect Andreas Hedskog as chairman of the Board of Directors.
The meeting re-elected the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor, in accordance with the Nomination Committee’s proposal.
The meeting resolved, in accordance with the Nomination Committee’s proposal, that, for the period until the next Annual General Meeting, the directors’ fees shall be SEK 450,000 for the chairman of the Board of Directors and SEK 225,000 for each of the other directors who are not employees of the group.
The meeting resolved, in accordance with the Nomination Committee’s proposal, that fees to the auditor are to be paid in accordance with approved invoice.
Warrant program 2026/2029
The meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program for the CEO, certain members of management and other key employees in the Clavister group, whereby warrants will be issued without payment of any consideration to the company which will thereafter transfer the warrants to the participants for the warrants’ market price. As of 14 April 2026, the value of one warrant amounted to SEK 0.40, which corresponds to the warrant’s preliminary market value with the application of a determined valuation method (Black & Scholes).
The Board of Directors deems it to be in the interest of the company and its shareholders that members of management are engaged in the development of the company by being offered to acquire warrants in an incentive program. Such offer is expected to encourage broad shareholding among members of management and key employees, retain competent employees, achieve increased alignment of interests with the company's shareholders, promote the company's long-term value creation and increase the motivation to achieve or exceed the company's financial targets.
In total, 3,750,000 warrants will be issued to enable allotment, which corresponds to approximately 0.97 percent of the company’s outstanding shares and warrants. For each warrant, the holder is entitled to subscribe for one new share against cash payment of a subscription price of SEK 6.39 per share. Subscription for shares based upon warrants may take place during a period of one week commencing on the day after the company's quarterly report for Q1 for the financial year 2029 has been made public and during a period of one week after the company’s quarterly report for Q2 for the financial year 2029 has been made public.
Issue authorization
The meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or more occasions until the next Annual General Meeting, resolve on issue of new shares and/or warrants and/or convertible bonds. An issue of new shares and/or warrants and/or convertible bonds can be decided with or without regard of shareholders’ pre-emption rights. Following this authorization, a total maximum number of shares equivalent to 10 per cent of the total number of outstanding shares in the company on the date when the authorization is utilised for the first time may be issued in new share issues, by utilising the warrants and/or through the conversions of convertible bonds.
About Clavister
Clavister is a Swedish cybersecurity company that has protected mission-critical customers for over two decades. Headquartered in Örnsköldsvik, Sweden, Clavister pioneered one of the first firewalls and continues to deliver adaptive, high-performance cybersecurity solutions for public sector, energy, telecom and defence customers.
The stock, Clavister AB, is listed at Nasdaq First North Growth Market. FNCA Sweden AB is the Company’s Certified Advisor.
For additional information, please visit https://www.clavister.com/, and follow us on our official LinkedIn and YouTube channels.
For further information, please contact:
Clavister:John Vestberg, President and CEOEmail: [email protected]David Nordström, CFOEmail: [email protected]
Attachments
Report from Annual General Meeting held on 19 May 2026 in Clavister AB