The annual general meeting in BeammWave AB (publ) (the "Company") was held on May 20, 2026. At the general meeting, the following main resolutions were passed.
Adoption of the income statement and the balance sheet
The general meeting resolved to adopt the income statement and the balance sheet for the financial year 2025, as presented in the annual report.
Allocation of the Company's result
The general meeting resolved, in accordance with the board of directors' proposal, that the accumulated loss of the Company be carried forward and that no dividend be paid for the financial year 2025.
Discharge from liability
The general meeting resolved to discharge from liability each of the members of the board of directors and the CEO for the financial year 2025.
Fees to the board members and the auditors
The general meeting resolved that fees shall be paid in the amount of three (3) price base amounts to the chairman of the board and in the amount of one and a half (1.5) price base amount to each of the other ordinary board members, and that fees to the auditor shall be paid in accordance with approved invoices in accordance with standard charging principles.
Board of directors and auditors
The general meeting resolved that the board of directors shall consist of seven (7) board members without deputies and that the Company shall have one (1) authorized public accounting firm as auditor.
Fredrik Rosenqvist, Märta Lewander Xu, Markus Törmänen, Gustav Brismark, Paula Eninge, Svein-Egil Nielsen and Per Wijk were re-elected as board members until the end of the next annual general meeting. Svein-Egil Nielsen was elected as chairman of the board. Furthermore, the general meeting re-elected the auditing firm Deloitte AB as auditor for the period until the end of the annual general meeting 2026. Authorized public accountant Maria Ekelund will continue as auditor in charge.
Nomination committee
The General Meeting resolved to adopt the Nomination Committee’s proposed guidelines for the Nomination Committee.
Amendment of the articles of association
The General Meeting resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association whereby the share capital shall amount to not less than SEK 4,000,000 and not more than SEK 16,000,000, and the number of shares shall amount to not less than 40,000,000 and not more than 160,000,000. The amendment is made to enable future share issues.
Authorization for the board to decide on new issue of class B shares, convertibles and/or warrants
The general meeting resolved to authorize the board of directors to, on one or more occasions, during the period until the next annual general meeting resolve to increase the Company's share capital. The increase of the share capital may be made through a new issue of class B shares, convertible bonds and/or warrants entitling to conversion or subscription of new shares. The board of directors may decide on such issue with deviation from the shareholders' preferential rights and/or with provision for cash payment or payment in kind, set-off or otherwise with conditions as referred to in Chapter 13, Section 5, paragraph 6 of the Swedish Companies Act (2005:551). Issuance in accordance with the authorization shall be made at market subscription price, subject to market issue discount where applicable. The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights or otherwise with conditions as set out above are that issues may be made for the purpose of carrying out or financing acquisitions of all or parts of other companies or businesses and to finance existing operations. The board of directors shall be authorized to decide on the detailed terms of the issue.
Incentive programs
The general meeting resolved, in accordance with the board of directors' proposal, to implement an incentive program for employees through the issuance of so-called qualified employee stock options pursuant to Chapter 11 a of the Swedish Income Tax Act (1999:1229), also including resolutions on directed issue of warrants to secure delivery of the class B shares pursuant to the incentive program and approval of onward transfer of such warrants and/or class B shares ("KPO Employees Series 2026"). Entry into KPO Employees Series 2026 is free of charge.
The general meeting resolved, in accordance with a proposal from shareholders representing 49.47 per cent of the votes in the Company at the time of issuance of the notice, to implement a long-term incentive program for board members through the issuance of so-called qualified employee stock options pursuant to Chapter 11 a of the Swedish Income Tax Act (1999:1229), also including resolutions on directed issue of warrants to secure delivery of shares, and approval of onward transfer thereof (“KPO Board Series 2026”). Entry into KPO Board Series 2026 is free of charge.
The general meeting resolved, in accordance with the board of directors' proposal, to implement an incentive program for employees and key employees in the form of warrants which entitle the holder to subscribe for class B shares in the Company, also including resolutions on directed issue of warrants, as well as approval of onward transfer ("TO Employees Series 2026"). The incentive program TO Employees Series 2026 means that the person entitled to subscribe participates on market terms.
The incentive programs together comprise a maximum of 1,669,990 warrants and upon full exercise, this corresponds to a dilution of the total number of shares in the Company as of the notice date by approximately 3.58 percent (based on the total number of shares after exercise).
Complete proposals for the annual general meeting's resolutions are available on the Company's website, www.beammwave.com.
