Annual General Meeting of AAK AB

Board of Directors, auditor and fees
The number of directors will be five. The Meeting re-elected Märta Schörling Andreen, Patrik Andersson, Nils-Johan Andersson, Fabienne Saadane-Oaks and Ian Roberts as directors. Patrik Andersson was elected as Chairman of the Board. The fees to the Board of Directors shall amount to SEK 1,300,000 to the Chairman and SEK 525,000 to each of the other directors elected at a general meeting and not employed by the company. Remuneration for committee work shall be payable as follows: SEK 260,000 to the Chairman of the Audit Committee and SEK 130,000 to each of the other members of the Audit Committee, SEK 100,000 to the Chairman of the Remuneration Committee and SEK 50,000 to each of the other members of the Remuneration Committee.

The Meeting re-elected the accounting firm Ernst & Young AB, for a period of mandate of one year, consequently up to and including the Annual General Meeting 2027, with authorized public accountant Henrik Jonzén as auditor in charge. The Meeting resolved that the auditor shall be remunerated according to agreement.

Appropriation of the company’s profit
In accordance with the proposal of the Board of Directors, the Meeting resolved to declare a dividend of SEK 5.50 per share. Record day for the dividend was determined to Tuesday May 12, 2026. The estimated dividend settlement day is Monday May 18, 2026.

In accordance with the proposal of the Board of Directors, the Meeting further resolved to declare an extraordinary dividend of SEK 3.85 per share. Record day for the extraordinary dividend was determined to Tuesday May 12, 2026. The estimated dividend settlement day is Monday May 18, 2026.

Nomination Committee
Re-election of Märta Schörling Andreen (Melker Schörling AB), Daniel Kristiansson (Alecta), Elisabet Jamal Bergström (SEB Asset Management) and Carl Mattiasson (Nordea Funds) as members of the Nomination Committee in respect of the Annual General Meeting 2027. Märta Schörling Andreen was appointed Chairman of the Nomination Committee.

Remuneration report
The Meeting resolved to approve the Board's report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act for the financial year 2025.


Guidelines for remuneration to senior executives
The Meeting adopted guidelines for remuneration to senior executives in accordance with the proposal of the Board of Directors.

Warrants Program (2026/2031)
The Meeting resolved, in accordance with the proposal of the Board of Directors, to implement a long-term incentive program for approximately 70 senior executives and certain key employees within the AAK group, including resolutions on (A) a directed issue of a maximum of 1,000,000 subscription warrants entitling to subscribe for the corresponding amount of new shares in AAK AB, and (B) transfer of subscription warrants (“Warrants Program 2026/2031”).

The issue shall, with deviation from the shareholders’ preferential rights, be awarded free of charge to the wholly-owned subsidiary AAK Invest AB. The subscription warrants shall be transferred by AAK Invest AB to senior executives and key employees within the AAK Group at a price corresponding to the market value at the time of transfer.

The company will by means of a cash bonus subsidize part of the participants’ acquisition of warrants through payment to the participants of an extra cash bonus that, after individual tax, corresponds to maximum 65 percent of the amount invested by the respective participant in Warrants Program 2026/2031 up to the offered level. This bonus will be paid out with one third (1/3) annually starting one year after acquisition, and with the last payment approximately three (3) years after the acquisition and requires that before each payment the respective participant, with certain exceptions, is still an employee of the AAK Group.

Subscription for shares in AAK AB by exercise of the subscription warrants may take place during the period September 15, 2029 – September 15, 2031. The subscription price per share shall correspond to 120 percent of the volume weighted average price for the share in the company during the period May 11, 2026 – May 15, 2026, but not lower than the share’s quota value.

At full subscription and full exercise of the subscription warrants, the share capital may be increased by a total of maximum SEK 1,666,666.67, which is equivalent to approximately 0.38 percent of the company’s present share capital. This corresponds to a total dilution of maximum approximately 0.38 percent in relation to the share capital on a fully diluted basis, calculated as the number of new shares in proportion to the number of existing and new shares.

Incentive Program 2026/2029
The Meeting resolved, in accordance with the proposal of the Board of Directors, to implement a performance and share price based long-term incentive program for senior executives and certain key employees within the AAK group (“Incentive Program 2026/2029”). Incentive Program 2026/2029 comprises approximately 70 senior executives and key employees within the AAK-group, who will receive synthetic shares that entitle to cash payment of an amount corresponding to the share price of AAK AB’s share at the time of payment provided that applicable performance requirements and conditions during the vesting period are met.

If all the conditions set out in Incentive Program 2026/2029 are met, payment shall be made with half after the publication of the year-end report for the financial year 2027, and with half after the publication of the year-end report for the financial year 2028. The participants’ right to receive payment in the Incentive Program 2026/2029 is linked to a performance requirement established by the Board of Directors based on earnings per share during the financial year 2026. The total costs associated with Incentive Program 2026/2029 assuming maximum target fulfilment is expected to amount to a maximum of MSEK 75, which is distributed over the duration of the program.

Authorization for the Board of Directors to resolve on new share issues
The Meeting resolved to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, with or without deviation from the shareholders’ preferential right, resolve on new issues of shares. The authorization also includes the right to resolve on new issues of shares with terms concerning issues in kind, offset rights or other terms stated in Chapter 13, Section 5, first paragraph, 6 in the Swedish Companies Act. By resolutions in accordance with the authorization, the number of shares may be increased by a number corresponding to a maximum of ten percent of the number of outstanding shares in the company at the time of when the Board of Directors first uses the authorization. The purpose of any deviation from the shareholders’ preferential right is to ensure financing of acquisitions of companies, part of companies or businesses or to strengthen the company’s capital base and equity/assets ratio. In case of deviation from the shareholders’ preferential right, share issues by virtue of the authorization shall be made on market conditions. In accordance with the conditions set out above, the Board of Directors was also authorized to resolve on other terms as considered necessary by the Board to carry out the issues.

Authorization for the Board of Directors to resolve on repurchase and transfer of the
company’s own shares
The Meeting resolved to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on repurchase and transfer of the company’s own shares. Repurchase of shares may be made on Nasdaq Stockholm at a price per share that does not exceed a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the shares are traded and otherwise in accordance with the terms applicable as set forth by Nasdaq Stockholm. Repurchases may be made as long as the company’s holding, at any time, does not exceed five percent of the total number of shares.

Transfer of shares may be made at a maximum of five percent of the total number of shares in the company from time to time. Transfer may be made with deviation from the shareholders’ preferential right on Nasdaq Stockholm as well as to third parties in connection with acquisition of a company or a business. Payment for transferred shares can be made in cash, through an issue in kind or set-off. Transfer in connection with acquisitions may be made at a market value assessed by the Board of Directors.

The purpose of the authorizations for the Board of Directors to resolve on repurchase and transfer of the company’s own shares is to give the Board of Directors the possibility to adjust the company’s capital structure in order to contribute to shareholder value and to enable financing of acquisitions through the use of own shares. The purpose of the authorizations is further to enable the use of repurchased shares for the company's share-related or share-based incentive programs and to ensure the company's obligations due to such programs, including the coverage of social security contributions. Repurchased own shares may also be subject to resolutions regarding share reduction whereby a reduction of the share capital will occur without any repayment to the shareholders.

Presentation by the CEO
CEO and President Johan Westman’s presentation in relation to the company’s operations and important events during 2025 and the first quarter of 2026 is available on the Company’s website, www.aak.com.

At the subsequent statutory board meeting it was resolved to elect Patrik Andersson and Märta Schörling Andreen as members of the Remuneration Committee, Patrik Andersson being chairman of the committee. Nils-Johan Andersson, Patrik Andersson and Märta Schörling Andreen were elected members of the Audit Committee, Nils-Johan Andersson being chairman of the committee.