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Company updateRusta AB (publ)

Rusta AB (publ): Notice of annual general meeting in Rusta AB (publ)

Kursreaktion
−2,5 %
Sedan publicering
RVOL vid samma tid
Saknas
18 sep.
RVOL mot heldag
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18 sep. · 20 dagars snitt

Aktiekurs

Mätpunkter & underlag

Aktien 18 sep.

Senaste kurs
77,35 SEK

18 sep. 17:30

Föregående stängning
78,1 SEK

2026-09-17

Handlad volym
222 115 aktier

18 sep. 17:29

Jämförelseunderlag
0 handelsdagar · preliminärt

18 sep. mot föregående stängning

−1,0 %

RVOL vid samma tid jämför den kumulativa volymen med samma klockslag tidigare handelsdagar. RVOL mot heldag jämför med snittet för 20 hela handelsdagar. Det är bolagets handel, inte volym orsakad av nyheten.

Handelsdagen ovan är senare än nyhetens första börssession.

Leverantörens stängningskurs; justering för bolagshändelser är inte verifierad.

Rusta
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The shareholders of Rusta AB (publ), reg. no. 556280-2115 (the “Company” or “Rusta”), are hereby given notice of the annual general meeting on Friday, 18 September 2026 at 10:00 (CEST) at Scandic Infra City, Kanalvägen 10, SE-194 61 Upplands Väsby, Sweden. Entry and registration begins at 09:30 (CEST). RIGHT TO PARTICIPATE AT THE ANNUAL GENERAL MEETING Shareholders wishing to participate at the annual general meeting must:

be entered in the share register kept by Euroclear Sweden AB (“Euroclear”) on Thursday, 10 September 2026 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed on Monday 14 September 2026; and

give notice of attendance in accordance with the instructions set out under the heading “Attendance in person or by proxy” no later than on Monday, 14 September 2026 or submit a postal vote in accordance with the instructions set out under the heading “Postal voting” no later than on Monday, 14 September 2026. Attendance in person or by proxy Shareholders wishing to participate at the annual general meeting in person or by proxy shall notify the Company no later than on Monday, 14 September 2026, either:

electronically on the Company’s website (https://investors.rusta.com/en/);

by email to proxy@computershare.se;

by telephone to +46 (0)771-24 64 00 on weekdays between 09:00 and 16:00 (CEST); or

by post to Computershare AB, “Rusta AB (publ) AGM”, Box 149, SE-182 12 Danderyd, Sweden. The notification shall state the shareholder’s full name, personal identification number or corporate identification number, address, phone number and, where applicable, the number of accompanying advisors (no more than two). Shareholders who do not wish to participate in person or exercise their voting rights by postal voting may exercise their voting rights at the annual general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed. In order to facilitate the entry and registration at the annual general meeting, powers of attorney, certificates of registration and other authorisation documents should be sent by email to proxy@computershare.se or by post to Computershare AB, “Rusta AB (publ) AGM”, Box 149, SE-182 12 Danderyd, Sweden so that they are received no later than on Monday, 14 September 2026. Please note that a notification of attendance to the annual general meeting must be made even if the shareholder wishes to exercise its voting rights at the annual general meeting through a proxy. A submitted power of attorney is not considered as a notification of attendance to the annual general meeting. A form of power of attorney is available on the Company’s website (https://investors.rusta.com/en/). Postal voting Shareholders who wish to exercise their voting rights at the annual general meeting through postal voting must use the postal voting form and follow the instructions that are available on the Company’s website (https://investors.rusta.com/en/). The postal voting form must be received no later than on Monday, 14 September 2026. The postal voting form shall either:

be submitted electronically in accordance with the instructions on the Company’s website (https://investors.rusta.com/en/);

be submitted by email to proxy@computershare.se; or

be submitted by post to Computershare AB, “Rusta AB (publ) AGM”, Box 149, SE-182 12 Danderyd, Sweden. Personal data Personal data obtained from the share register, notifications of attendance to the annual general meeting and information regarding proxies will be used for registration, preparation of the voting list for the annual general meeting and, where applicable, the minutes of the annual general meeting. For more information on how personal data is processed in connection with the annual general meeting, please refer to Euroclear’s and Computershare AB’s respective privacy policies that are available on their respective websites (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and https://www.computershare.com/se/gm-gdpr#English). PROPOSED AGENDA 1. Opening of the meeting 2. Election of chair of the meeting 3. Preparation and approval of the voting list 4. Election of one or two persons to verify the minutes 5. Determination of whether the meeting has been duly convened 6. Approval of the agenda 7. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements 8. Resolutions on: (a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet; (b) allocation of the Company’s result according to the adopted balance sheet; and (c) discharge of liability for the members of the board of directors and the CEO 9. Determination of the number of members of the board of directors and auditors 10. Determination of fees to be paid to the board of directors and the auditor 11. Election of the board of directors and the auditor 12. Resolution on approval of the remuneration report 13. Resolutions on: (a) implementation of a long-term incentive programme; and (b) authorisation for the board of directors to resolve on acquisitions and transfers of own shares as well as a resolution on transfer of own shares 14. Closing of the meeting PROPOSED RESOLUTIONS Item 2 – Election of chair of the meeting The nomination committee proposes that Carl Westerberg, member of the Swedish Bar Association, or, in his absence, the person appointed by a representative of the nomination committee, shall be appointed as chair of the annual general meeting. Item 8 (b) – Resolution on allocation of the Company’s result according to the adopted balance sheet The board of directors proposes a dividend of SEK 1.80 per share. The board of directors proposes that Tuesday, 22 September 2026 shall be the record date for the dividend. If the annual general meeting resolves in accordance with the board of directors’ proposal, payment of the dividend is expected to be made through Euroclear on Friday, 25 September 2026. Items 9, 10 and 11 – Determination of the number of members of the board of directors and auditors, determination of fees to be paid to the board of directors and the auditor, and election of the board of directors and the auditor The nomination committee proposes, for the period until the close of the next annual general meeting:

That the board of directors shall consist of eight (8) members without deputies.

That the Company shall have one registered accounting firm as auditor.

That fees to the board of directors shall be paid with (fees from the previous year fees within brackets):

SEK 1,050,000 (1,000,000) to the chair of the board of directors, and

SEK 465,000 (450,000) to each of the other members of the board of directors elected by a general meeting.

That fees to the members of the board of directors’ committees shall be paid with (fees from the previous year fees within brackets):

SEK 150,000 (140,000) to the chair of the audit committee,

SEK 65,000 (60,000) to each of the other members of the audit committee,

SEK 85,000 (80,000) to the chair of the expansion committee,

SEK 45,000 (40,000) to each of the other members of the expansion committee,

SEK 85,000 (80,000) to the chair of the remuneration committee, and

SEK 45,000 (40,000) to each of the other members of the remuneration committee.

That fees to the Company’s auditor shall be paid in accordance with approved invoices.

Re-election of the members of the board of directors Claus Juel-Jensen, Anders Forsgren, Björn Forssell, Eva-Lotta Sjöstedt, Maria Edsman, Victor Forsgren and Åsa Källenius.

Election of Mats Rignell as new member of the board of directors.

Re-election of Claus Juel-Jensen as the chair of the board of directors.

Re-election of Öhrlings PricewaterhouseCoopers AB as the Company’s auditor. Claes Eriksson has informed the nomination committee that he is not available for re-election. The nomination committee wishes to thank Claes Eriksson for his commendable contributions to the board of directors. The nomination committee’s complete proposals and motivated statement as well as presentations of the proposed members of the board of directors and an assessment of their independence in relation to the Company, the senior executives and the Company’s major shareholders is available on the Company’s website (https://investors.rusta.com/en/). Item 13 – Resolution on (a) implementation of a long-term incentive programme; and (b) authorisation for the board of directors to resolve on acquisitions and transfers of own shares as well as a resolution on transfer of own shares The board of directors proposes that the annual general meeting resolves on implementation of a long-term share and performance based incentive programme (“LTIP 2026”) for the Company’s CEO, members of the executive management and certain other key employees in the Rusta group (the “Group”) in accordance with the terms and conditions further set out in item (a) below. For the purpose of securing the Company’s commitments under LTIP 2026 and thereto related costs, the board of directors further proposes that the annual general meeting resolves on (i) authorisation for the board of directors to resolve on acquisitions and transfers of own shares and (ii) transfer of own shares in accordance with what is set out under item (b) below. Resolution on (a) implementation of a long-term incentive programme Motive The principle motive for implementing LTIP 2026 is to align the interests of the executive management and other key employees with the interests of the shareholders in order to ensure maximum long-term value growth and to promote shareholding in the Company. LTIP 2026 is further deemed to facilitate the Company’s recruitment and retention of members of the executive management and other key employees. At the annual general meeting 2023, it was resolved, in accordance with the board of directors’ proposal, to implement a long-term share and performance based incentive programme for members of the executive management and other certain other key employees (“LTIP 2023”). The board of directors’ intention was to create a long-term structure for Rusta’s share based incentive programme, and to, following evaluation of the programme, present corresponding proposals at general meetings in the coming years. Taking the board of directors’ intention for LTIP 2023 and subsequent evaluations into consideration, proposals, which were later adopted, for incentive programs were submitted to the annual general meeting 2024 (“LTIP 2024”) and the annual general meeting 2025 (“LTIP 2025”) with, in general, the same structure and content as LTIP 2023. The proposal for LTIP 2026 has been prepared taking the board of directors’ original intention and the subsequent evaluations of LTIP 2023, LTIP 2024 and LTIP 2025 into consideration. LTIP 2026 in brief LTIP 2026 encompasses up to 41 employees consisting of the Company’s CEO, members of the executive management and certain other key employees, as further defined below (each such person is referred to below as a “Participant” and together the “Participants”). To participate in LTIP 2026, the Participant is required to have a shareholding in the Company in accordance with the terms and conditions of the programme and allocate such shares to the programme (the “Savings Shares”). Provided that the Savings Shares are retained during the determined vesting period of three years and that the Participant remains employed within the Group during the entire vesting period, the Participant will for each Savings Share be entitled to receive 0.5 shares in the Company free of charge (“Matching Shares”) and – provided that the performance target as further defined below are fulfilled – a maximum of 5 additional shares in the Company (the “Performance Shares”, and the right underlying the receipt of the Matching Shares and the Performance Shares collectively being referred to below as the “Share Right”). The Company’s CEO shall, instead of what is stated above in regarding the other Participants, be entitled to receive a maximum of 6 Performance Shares for each Savings Shares, on otherwise the same terms as the other Participants. Further, the Company’s CEO shall not be entitled to receive any Matching Shares. In accordance with the board of directors’ proposal, a maximum of 374,863 shares in the Company may be awarded as Matching Shares and Performance Shares under LTIP 2026, corresponding to approximately 0.24 per cent of all shares and votes in the Company. The Participants of LTIP 2026 The Participants of LTIP 2026 consist of the Company’s CEO and four other categories of employees. The first category comprises the Company’s executive management, excluding the CEO, as well as CEO’s and sales managers of the Company’s sales markets (up to 12 persons) (“Category 1”), the second category comprises certain key employees in management functions (up to 2 persons) (“Category 2”), the third category comprises employees deemed to have significant responsibilities within the Group (up to 8 persons) (“Category 3”) and the fourth category comprises employees with special responsibilities within the Group (up to 18 persons) (“Category 4”). The Participant’s investment In order to participate in LTIP 2026, the Participant is required to enter into an agreement with the Company and maintain a shareholding in the Company during the Vesting Period, as specified below, and allocate these shares as Savings Shares to LTIP 2026. The Savings Shares can either be acquired for LTIP 2026 or be already held shares provided that the shares have not already been allocated to an ongoing incentive programme. To be eligible to participate in LTIP 2026, the Participant, regardless of category, must allocate Savings Shares up to an amount at least equal to the maximum investment amount for the Participants in Category 4. The total number of Savings Shares that may be allocated by a Participant under LTIP 2026 shall further be limited to the maximum investment amount for each category (the “Investment Amount”), as set out below. The Investment Amount shall, after the annual general meeting but before agreements regarding participation in LTIP 2026 are entered into with the Participants, be converted into a fixed minimum and maximum number of Savings Shares that each Participant may allocate to LTIP 2026. This is done by dividing each Participant’s Investment Amount by the volume-weighted average price paid for the Company’s share on Nasdaq Stockholm during the period from and including 21 September 2026 up to and including 28 September 2026 (the “Payment Price”), whereby the nearest whole number of shares (rounded downwards) shall constitute the respective Participant’s highest and lowest number of Savings Shares within LTIP 2026. This means that the actual number of Savings Shares per Participant will be calculated after the Payment Price has been determined. If the Payment Price during said period is low enough that the number of Share Rights which the total maximum number of Savings Shares, calculated in accordance with the above, may entitle to thereby exceeds 374,863, the number of Savings Shares that each Participant may allocate shall be reduced pro rata to the extent required for the programme to comprise a maximum of 374,863 Share Rights. +-------------------+-------------------+------------------+-----------------+ | Category | Maximum number of | Minimum | Maximum | | | Participants per | Investment | Investment | | | category | Amount per | Amount per | | | | Participant | Participant | | | | (SEK) | (SEK) | +-------------------+-------------------+------------------+-----------------+ | The Company’s CEO | 1 | 30,000 | 2,000,000 | +-------------------+-------------------+------------------+-----------------+ | 1 | 12 | 30,000 | 135,000 | +-------------------+-------------------+------------------+-----------------+ | 2 | 2 | 30,000 | 70,000 | +-------------------+-------------------+------------------+-----------------+ | 3 | 8 | 30,000 | 60,000 | +-------------------+-------------------+------------------+-----------------+ | 4 | 18 | 30,000 | 30,000 | +-------------------+-------------------+------------------+-----------------+ To the extent that the Participants do not already hold shares in the Company, the Savings Shares shall be acquired at market price through acquisitions on Nasdaq Stockholm no later than two months from the date on which the Participant entered into an agreement with the Company regarding participation in LTIP 2026. If the Participant is prevented from acquiring the Savings Shares during this period pursuant to market abuse rules or similar rules, or for other reasons in exceptional cases, the board of directors shall be entitled to extend the investment period for the relevant Participants, however, by no more than two months. Savings Shares held by the Participant prior to the expiry of the investment period (including any extension) shall be deemed to have been held by the Participant at the start of LTIP 2026. The Participants shall, after recalculation of the Investment Amount to a fixed maximum and minimum number of Savings Shares as set out above, allocate at most the maximum number of Savings Shares for the Participant’s respective category and at least the maximum number of Savings Shares for Category 4. For Participants in Category 4, the maximum number of Savings Shares is therefore also the minimum number of Savings Shares required to participate in LTIP 2026. For the Company’s CEO, a number of Savings Shares in the range between the Company’s CEO and Category 4 is required. For Participants in Category 1, a number of Savings Shares in the range between Category 1 and 4 is required. For Participants in Category 2, a number of Savings Shares in the range between Category 2 and 4 is required. For Participants in Category 3, a number of Savings Shares in the range between Category 3 and 4 is required. Vesting Period and award of shares under Share Rights The vesting period commences on the date on which the Participants enter into an agreement with the Company regarding participation in LTIP 2026 and continues until the date falling three years thereafter (the “Vesting Period”). Any award of shares under Share Rights shall normally be made within two months from the publication of the Company’s interim report for the period May – July 2029. In the event that the Participants cannot be awarded shares pursuant to applicable law, at a reasonable cost or with reasonable administrative efforts, the board of directors may decide to offer the Participants an award in cash instead. Conditions for Share Rights For each Savings Share held during the Vesting Period, the Participant will, after the end of the Vesting Period, be awarded 0.5 Matching Shares and a maximum of 5 Performance Shares. The Company’s CEO shall, instead of what is stated above in regarding the other Participants, be entitled to receive a maximum of 6 Performance Shares for each Savings Shares, on otherwise the same terms as the other Participants. Further, the Company’s CEO shall not be entitled to receive any Matching Shares. All Share Rights shall further be subject to the following conditions:

Share Rights cannot be transferred or pledged.

The right to be awarded shares pursuant to Share Rights requires that the Participant has not disposed of the Savings Shares that have formed the basis for the award of the Share Rights during the Vesting Period and, with certain exceptions, that the

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