Notice to the Annual General Meeting in Lindab International AB (publ)

The Board has resolved that the shareholders will be able to exercise their voting rights by postal voting in accordance with Chapter 7, Section 4a of the Swedish Companies Act (2005:551) and the Company’s articles of association. Shareholders may therefore choose to exercise their voting rights at the Annual General Meeting through physical presence at the meeting, through appearance by proxy or through postal voting.

Right to attend the Annual General Meeting

Shareholders who wish to attend the meeting must:

 

      be recorded in the share register maintained by Euroclear Sweden AB on Monday May 4, 2026

      notify the Company of their intention to attend the Annual General Meeting or submit their postal vote no later than Wednesday May 6, 2026

 

Notice of attendance may be made:

 

      by mail to Lindab International AB (publ), “Annual General Meeting”, SE-269 82 Båstad, Sweden

      by telephone to Lindab +46 431 850 00

      via the Company’s website at www.lindabgroup.com

 

When giving notice of attendance, shareholders must state their name, personal identification number or corporate identification number, address and telephone number, as well as information about any representatives and assistants. Shareholders exercising their voting rights by postal voting do not need to give a particular notice of attendance, see below under postal voting. Shareholders whose shares are nominee-registered must, in order to participate in the Annual General Meeting and exercise their voting rights, temporarily re-register the shares in the shareholder’s own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB by Monday May 4, 2026. Accordingly, the shareholder must inform the nominee in due time before said date. Voting rights registration requested by the shareholder at such time that the registration has been completed by the nominee no later than Wednesday May 6, 2026 will be taken into account in the preparation of the share register. Lindab International AB (publ) will issue an entry card as a confirmation of the notice of attendance to be presented at the registration for the Annual General Meeting.

 

Shareholders who are represented by proxy must provide a dated proxy form in writing for the representative.

 

Proxy in original, certificate of registration or other authorisation documents shall be submitted to Computershare AB, “Lindab International AB’s Annual General Meeting”, P.O. Box 149, SE-182 12 Danderyd, Sweden, either in connection with the notice of attendance or no later than Wednesday May 6, 2026. Proxy form is available on the last page of this notice as well as on the Company's website www.lindabgroup.com, and will be sent on request to shareholders who contact the Company and provide their postal address. If the proxy is issued by a legal entity, a copy of the registration certificate or equivalent authorisation documents for the legal entity must be attached.

Postal voting
Shareholders will be able to exercise their voting rights by postal voting. A special form must be used for the postal vote. The postal voting form is available on the Company’s website www.lindabgroup.com and can also be provided by contacting the Company in accordance with the contact information stated above. Completed and signed postal voting forms can be sent by mail to Computershare AB, “Lindab International AB’s Annual General Meeting”, P.O. Box 149, SE-182 12 Danderyd, Sweden, or by e-mail to proxy@computershare.se. Completed forms must be received by Computershare AB no later than May 6, 2026. Special notice of attendance for the Annual General Meeting is not required since the postal voting form is valid as a notice of attendance. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via Lindab’s website www.lindabgroup.com. Such electronic votes must be submitted no later than May 6, 2026.

Shareholders may not submit special instructions or conditions with the postal vote. In such case, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and on the Company’s website www.lindabgroup.com.

Shareholders who wish to recall a cast postal vote and instead exercise their voting rights through physical presence or by proxy must inform the secretariat of the Annual General Meeting before the Annual General Meeting opens.

If a shareholder submits a postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the Company's website www.lindabgroup.com, as well as on the last page of this notice, and will be sent on request to shareholders who state their postal address. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Agenda for the Annual General Meeting

 

Proposed agenda

1. Opening of the Annual General Meeting and election of chairman of the meeting.
2. Preparation and approval of voting list.
3. Approval of the agenda.
4. Election of two persons to verify the minutes together with the chairman.
5. Determination as to whether the meeting has been duly convened.
6. Report by the CEO
7. Presentation of the annual report and the auditor's report, as well as the consolidated accounts and the consolidated auditor's report, for the financial year 2025, the auditor's opinion on whether the guidelines regarding remuneration to senior executives which have applied since the previous Annual General Meeting have been complied with as well as the assurance report on the consolidated sustainability report.
8. Resolutions regarding
   1. the adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2025.
   2. the disposition of the Company's profits pursuant to the adopted balance sheet and the record dates for dividend.
   3. the discharge from personal liability for the Board and the CEO.
9. Determination of the number of Board members and deputy Board members elected by the Annual General Meeting.
10. Determination of fees to the Board and auditors.
11. Election of the Board.
    1. Peter Nilsson (re-election, the Nomination Committee's proposal)
    2. Viveka Ekberg (re-election, the Nomination Committee's proposal)
    3. Sonat Burman-Olsson (re-election, the Nomination Committee's proposal)
    4. Anette Frumerie (re-election, the Nomination Committee's proposal)
    5. Per Bertland (re-election, the Nomination Committee's proposal)
    6. Marcus Hedblom (re-election, the Nomination Committee's proposal)
    7. Staffan Pehrson (re-election, the Nomination Committee's proposal)
    8. Joonas Sandholm (new election, the Nomination Committee's proposal)
12. Election of auditor.
13. Resolution regarding the Nomination Committee.
14. Resolution regarding approval of remuneration report.
15. Resolution regarding (A) the implementation of a long-term performance share plan (Performance Share Plan 2026), (B) authorisation for the Board of Directors to resolve on acquisition of shares, (C) authorisation for the Board of Directors to transfer shares to the participants in the Performance Share Plan 2026 and (D) authorisation to transfer shares to cover social security contributions and other costs.
16. Authorisation for the Board to resolve on repurchase and transfer of own shares.
17. Authorisation for the Board to resolve on issue of shares, warrants and/or convertibles.
18. Closing of the Annual General Meeting.

 

Proposed resolutions
The Nomination Committee for the 2026 Annual General Meeting has consisted of the chairman Kristian Åkesson, representing Carnegie Fonder, Thomas Ehlin, representing Fjärde AP-fonden, Markus Melkko representing Oras Invest and Peter Nilsson, the chairman of the Board of Lindab International AB (publ).

Election of chairman of the Annual General Meeting (item 1)

The Nomination Committee proposes that the Annual General Meeting elects Peter Nilsson, the chairman of the Board, as the chairman of the Annual General Meeting.

Proposal for disposition of profits and record dates for dividend (item 8 b)

The Board proposes that a dividend of in total SEK 5.60 per share is resolved for the financial year 2025, to be paid half-yearly in two instalments of SEK 2.80 per share. As record dates for the half-yearly dividend the Board proposes May 15, 2026 and November 3, 2026, respectively. The dividend is expected to be distributed by Euroclear Sweden AB on the third banking day after the respective record date.

Proposal for number of Board members and deputy Board members (item 9)

The Nomination Committee proposes that the number of Board members elected by the Annual General Meeting shall be eight Board members without deputy Board members.

Proposal for fees to the Board and auditors (item 10)

The Nomination Committee has previous years evaluated the possibility to stimulate the Board members' interest in the Company and its financial development and to create the possibility for the Board members to have a financial interest in the Company that is equivalent to the shareholders. Thus, the Annual General Meeting of 2019 established a principle henceforth, stating that a part of the fee to the Board shall be invested in Lindab shares. In addition, the Nomination Committee has reviewed and compared the remuneration in comparable companies in order to ensure that the compensation for the Board’s work is on market terms.

Consequently, the Nomination Committee proposes, similar to previous years, that 1/3 of the net fee shall be invested in Lindab shares in accordance with the following terms:

      Acquisition of shares shall be made after the Annual General Meeting 2026 and before the second quarter financial report of 2026, or as soon as possible, if a Board member is prevented by law from acquiring the shares earlier.

      The shares shall be kept by the Board member for a five (5) year period from the date of acquisition by the Board member.

      The obligation to keep the shares for at least five (5) years shall be observed also if the Board member leaves the Board.

The Nomination Committee proposes that the fee to the chairman of the Board shall amount to SEK 1,550,000 and that the fee to each of the other Board members elected by the Annual General Meeting shall amount to SEK 600,000. The fee to each of the ordinary employee representatives shall amount to SEK 26,250. The fee for the ordinary work of the Board shall therefore in total amount to SEK 5,750,000 for the Board members elected by the Annual General Meeting.
 

The Nomination Committee proposes that the fee to the chairman of the Audit Committee shall amount to SEK 250,000 and that the fee to each of the other ordinary members shall amount to SEK 122,000.

The Nomination Committee proposes that the fee to the chairman of the Remuneration Committee shall amount to SEK 160,000 and that the fee to each of the other ordinary members shall amount to SEK 64,000.

The total fee for the Audit Committee and the Remuneration Committee shall not exceed SEK 718,000.

The Nomination Committee proposes that the auditor's fee shall be paid in accordance with approved account.

Proposal for election of the Board (item 11)

 

The Nomination Committee proposes: Re-election of the Board members Per Bertland, Sonat Burman-Olsson, Viveka Ekberg, Anette Frumerie, Marcus Hedblom, Peter Nilsson and Staffan Pehrson as well as new election of Joonas Sandholm.

 

Joonas Sandholm, born 1973, has since 2022 been CFO at Oras Invest. Joonas is a member of the Board of Oras Group and has 29 years of industrial experience from various management roles, both within the New York-listed company Danaher and from CFO roles in private equity-owned companies. He has also worked as a management consultant at BCG Nordics. Joonas holds a Master of Science with distinction from Helsinki University of Technology. Joonas (including related persons and entities) own 2,000 shares in the company. As CFO at Oras Invest Joonas is assessed to be dependent in relation to major shareholders of the company but independent in relation to the company and its management.

The Nomination Committee proposes Peter Nilsson to be the chairman of the Board.

Proposal for election of auditor (item 12)

In accordance with the recommendation of the Audit Committee, the Nomination Committee proposes re-election of the registered audit firm Deloitte AB as the Company’s auditor for the period until the end of the next Annual General Meeting. Deloitte AB has informed the Company that the authorized public accountant Harald Jagner shall be the lead auditor.

Proposal for resolution regarding the Nomination Committee (item 13)

The Nomination Committee shall consist of at least four members, one of whom shall be the chairman of the Board. The chairman of the Board shall, no later than at the end of the third quarter of the year before the Annual General Meeting, contact the three largest shareholders listed in the share register maintained by Euroclear Sweden as of 31 August each year, and request them to appoint their representative to the Nomination Committee without delay. If a shareholder refrains from exercising its right to appoint a member of the Nomination Committee, the right to appoint a member of the Nomination Committee will pass on to the next largest shareholder that has not appointed a member of the Nomination Committee, whereby no more than ten shareholders need to be asked. Thereafter, the Nomination Committee may be constituted with three members.

The chairman of the Nomination Committee shall be the member that has been appointed by the largest shareholder unless the Nomination Committee decides otherwise. The chairman of the Board shall not be appointed chairman of the Nomination Committee.

The tasks of the Nomination Committee shall include evaluation of the composition and work of the Board, as well as submission of proposals to the Annual General Meeting regarding:

-  Election of Chairman of the Annual General Meeting
-  Election of Board of Directors and Chairman of the Board
-  Compensation to the Board of Directors, potential board committees and the Auditors
-  Changes to the instructions for the Nomination Committee

The mandate period of the Nomination Committee will run until a new Nomination Committee is constituted. If the ownership structure changes after the 31st of August but before the date that falls two months prior to the upcoming Annual General Meeting, and a shareholder who, as a result of such change, becomes one of the three largest shareholders by voting power submits a request to the Chair of the Nomination Committee to participate in the Nomination Committee, the shareholder shall, at the discretion of the Nomination Committee, be entitled either to appoint an additional member to the Nomination Committee or to appoint a member to replace the member appointed by the shareholder who, following the change in ownership structure, is no longer one of the three largest shareholders by voting power. If a member appointed by a shareholder resigns during the mandate period, the shareholder shall have the right to appoint a new member within a time frame as decided by the Nomination Committee. No change in the composition of the Nomination Committee shall take place in the event that changes in the ownership structure occur later than two months prior to the Annual General Meeting.

The composition of the Nomination Committee shall be made public at least six months prior to the upcoming Annual General Meeting. The members of the Nomination Committee receive no remuneration from the Company but shall have the right to reimbursements from the Company for reasonable expenses.

This instruction for the Nomination Committee shall be valid until the Annual General Meeting decides otherwise.

Proposal for approval of remuneration report (item 14)

The Board proposes that the Annual General Meeting resolves to approve the Board’s remuneration report pursuant to Chapter 8, Section 53a of the Swedish Companies Act (2005:551).
 

Proposed resolutions on (A) the implementation of a long-term performance share plan (Performance Share Plan 2026), (B) authorisation for the Board of Directors to resolve on acquisition of shares, (C) authorisation for the Board of Directors to transfer shares to the participants in the Performance Share Plan 2026 and (D) authorisation to transfer shares to cover social security contributions and other costs (item 15)

The Board of Directors proposes that the Annual General Meeting 2026 resolves on (A) the implementation of a long-term performance share plan (“Performance Share Plan 2026”), (B) the acquisition of shares for the purposes of the plan, (C) transfer of shares to the participants in the Performance Share Plan 2026 and (D) transfer of shares to a third party to secure payment of social security contributions and other costs arising from the Performance Share Plan 2026.

The resolution under item A is conditional upon the Annual General Meeting also resolving on share delivery and hedging arrangements under items B, C and D.

Background and rationale

Lindab has historically issued call options to incentivize the management and key employees. The Board now proposes transitioning to a performance-based model to better align the Company’s long-term incentive structure with current market expectations and ensure international applicability. This shift from call options to a performance share plan provides a more stable, global framework for rewarding long-term value creation. By linking the vesting of shares to specific performance conditions, the plan aligns the interests of key employees with those of the shareholders, strengthening commitment to the Company’s strategic objectives. To foster a long-term ownership culture, the program requires each participant to make a personal investment in Lindab shares at the outset of the plan, ensuring that the key employees and shareholders share both the risks and the rewards of the Company’s future development. The Board considers that the Performance Share Plan 2026, as set out below, is fair and beneficial to the Company and its shareholders.

The Board proposes, in view of the above, that the Annual General Meeting 2026 resolves on the implementation of the Performance Share Plan 2026 in accordance with the principal terms and conditions set out in item A, as well as related share delivery and hedging arrangements in accordance with items B, C and D.

A. The Board of Directors’ proposal for a resolution on implementation of the Performance Share Plan 2026

Participants in the Performance Share Plan 2026 

The Performance Share Plan 2026 is proposed to be directed to a total of not more than fifty (50) individuals divided into three categories: 

●        The CEO (one (1) individual),

●        Members of the Group Management Team and Extended Management Team (fifteen (15) individuals), and

●        Other key employees (thirty-four (34) individuals).

Investment requirement

Participation in the Performance Share Plan 2026 is conditional upon the participant making a personal investment in Lindab shares at the beginning of the plan and allocating those shares to the Performance Share Plan 2026 (“Investment Shares”). The minimum and maximum investment amounts are defined as a percentage of the participant’s annual base salary and are differentiated between participant categories as set out below.

 

Participant category	Minimum and maximum investment % out of annual base salary
The CEO	5% or 10%
Members of the Group Management Team and Extended Management Team	5% or 10%
Other key employees	2.5% or 5%

 

The Investment Shares will be purchased from the stock market in June 2026 before the start of the Company’s closed period. Investment Shares will be purchased as a block transaction by the plan administrator and then distributed pro rata at an average share price used in the purchases to the participants. The share price to be used in the distribution of the acquired shares will be the average share price for which the shares were acquired from the stock market. As many shares as possible will be purchased for the participants using the invested cash amounts. If there is any leftover cash after the share purchases, it will be returned to the participants pro rata, as only whole shares can be purchased.

The invitations to participate in the Performance Share Plan 2026 will be sent as soon as practicably possible after the Annual General Meeting 2026. Participants must transfer the investment amounts to the plan administrator before the share purchases in June 2026.

Performance Share allocations

The participants will have the right to receive shares from Lindab, free of charge, subject to the fulfilment of certain performance conditions (“Performance Shares”). The number of Performance Shares to which the participant is entitled to will be determined based on the number of Investment Shares purchased and held by the participant, multiplied by a certain multiplier. The multipliers are differentiated between participant categories as set out below.

 

Participant category	Maximum Performance Share allocation
The CEO	Four (4) Performance Shares for each Investment Share (1:4)
Members of the Group Management Team and Extended Management Team	Three (3) Performance Shares for each Investment Share (1:3)
Other key employees	Two (2) Performance Shares for each Investment Share (1:2)

 

 

A participant will only be eligible to receive Performance Shares if: 

●        the Investment Shares are retained by the participant during a period starting in June 2026 and ending immediately following the day of announcement of the interim financial report for the second quarter of 2029 (“Vesting Period”),

●        the participant has remained employed by the Group during the Vesting Period, with certain exceptions for customary “Good Leaver” situations (e.g. retirement, disability, death) in which the allocation of Performance Shares will be proportionally adjusted for the time served during the Vesting Period; and 

●        the Performance Conditions, as set out below, are fulfilled.

Allotment of Performance Shares will, if the conditions are fulfilled, take place as soon as practicably possible following the expiration of the Vesting Period.

Since the number of Performance Shares that will be allocated depends on the participants’ level of personal investment and the fulfilment of the Performance Conditions (as set out below), the exact number of shares that will be allocated is not known at the time of the Annual General Meeting 2026. To limit the costs of the Performance Share Plan 2026, the Board proposes that the maximum number of shares that may be transferred under the Performance Share Plan 2026 shall be limited to 172,520 shares, representing approximately 0.22 % of the total number of outstanding shares and votes in Lindab. Of this total,

●        a maximum of 134,438 shares may be transferred to participants free of charge upon the expiration of the Vesting Period (item C below), out of which the CEO may be allocated a maximum of 26,060 shares, members of the Group Management Team and Extended Management Team in total may be allocated a maximum of 69,210 shares, and other key employees in total may be allocated a maximum of 39,168 shares; and

●        a maximum of 38,082 shares may be transferred to secure the payment of social security contributions and other costs (item D below).

The maximum number of shares is calculated using the volume-weighted average share price of the Lindab share between 3 March 2026 and 31 March 2026 of SEK 156.89, amounting to a total of 111,466 shares, added with a buffer of 22,972 shares to ensure an adequate share amount in case the share price decreases before the Investment Shares are purchased.

Performance Conditions

The number of Performance Shares allocated to the participants after expiration of the Vesting Period may amount to between 0% and 100% of the maximum Performance Share allocation, depending on the achievement of certain Total Shareholder Return (“TSR”) levels over a three-year measurement period (“Performance Conditions”).

TSR is measured as the increase in the volume-weighted average price paid (“VWAP”) for the Company’s share on Nasdaq Stockholm (or such other trading venue where the Company’s shares are admitted to trading) during the Measurement Period as set out below, added by distributed dividends, funds or assets to the shareholders from reserves of unrestricted equity or in connection with reductions of the share capital, the statutory reserve fund or the share premium fund, calculated as if reinvested, during the measurement period. The start value for TSR is the VWAP of twenty (20) trading days following the Annual General Meeting 2026, and the end value is the VWAP of twenty (20) trading days following the Annual General Meeting 2029. The period in between is the measurement period (“Measurement Period”).

The number of Performance Shares that vest will be determined based on the TSR achieved during the measurement period, in accordance with the table below. The minimum level of 2% must be exceeded for any Performance Share allocation to occur. The outcome is measured linearly between the TSR levels.

TSR p.a.	Performance Shares vesting %
2%	0%
7%	50%
12%	100%

 

Information about the outcome of the Performance Conditions will be provided in the annual report for the financial year 2029.

Recalculation

The number of Performance Shares shall be recalculated as a result of any bonus issue, share split, reverse share split, rights issue and/or other similar corporate action in such manner as the Board deems appropriate to obtain a reasonable result. The same shall apply to distributions of dividend or other assets if deemed reasonable by the Board.

Share delivery method and hedging

In order to implement the Performance Share Plan 2026 in a cost-efficient manner, the Board has considered different methods for securing the delivery of shares to the participants and the Company’s exposure towards social security contributions and other costs that may arise in connection with the Performance Share Plan 2026. The Board has thereupon found that the most cost-efficient alternative would be, and thus proposes that the Annual General Meeting resolves upon an authorisation for the Board to resolve on the acquisition and transfer of own shares, free of charge, to participants in the Performance Share Plan 2026, and on the transfer of own shares on Nasdaq Stockholm. The Board’s proposal for these arrangements is set out in items B, C and D below.

Dilution

The share delivery and hedging arrangements proposed by the Board, as set out in items B, C and D below, will not increase the number of shares in the Company and, accordingly, no dilutive effect will occur for the Company’s existing shareholders. The maximum number of shares that may be transferred under the Performance Share Plan 2026 is limited to 172,520 shares (including the shares that may be transferred to cover the payment of social security contributions), which represents approximately 0.2 % of the total number of outstanding shares and votes in Lindab.

Other

A decision on participation in, or implementation of, the Performance Share Plan 2026 requires that such participation is legally possible in the jurisdictions concerned and that the Board deems that the participation or implementation is possible with reasonable administrative costs and financial efforts.

The Board shall be entitled to determine the detailed terms and conditions of the Performance Share Plan 2026 within the framework of the main terms and conditions as resolved by the Annual General Meeting. The Board shall be authorised to make the minor adjustments to the Performance Share Plan 2026 as required by law or for administrative reasons.

The Board shall have the right to reclaim or reduce awards in cases of misconduct, material misstatement of financial results or similar breaches by the participant.

If there are significant changes in the Group or in its operating environment that, in the Board’s opinion, would make the terms and conditions for the allocation of Performance Shares under Performance Share Plan 2026 no longer appropriate or in line with the original purpose, the Board shall have the right to resolve on a reduced allocation of Performance Shares, or that no allocation of Performance Shares is made at all, or that the Performance Shares are settled in cash using the VWAP of the share during a calendar month preceding the reward payment.

B. The Board of Directors’ proposal for acquisition of own shares

The Board proposes that the Annual General Meeting resolves to authorise the Board to, during the period until the next Annual General Meeting and on one or several occasions, resolve on the acquisition of a maximum of 172,520 Lindab’s shares on Nasdaq Stockholm. The purpose of the proposed authorisation of the Board to repurchase shares in Lindab is to secure the delivery of Performance Shares to the participants under the Performance Share Plan 2026 as well as payments of the social security contributions and other costs that may arise in connection with the Performance Share Plan 2026.

Acquisition of shares shall be made over 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. Acquisition may not be made at a price lower than the lowest price at which an independent acquisition can be made.

The Board has issued a statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act.

C. The Board of Directors’ proposal for transfer of Lindab’s shares to the participants in the Performance Share Plan 2026

The Board proposes that the Annual General Meeting resolves that a maximum of 134,438 Lindab shares may be transferred to the participants in the Performance Share Plan 2026. Transfer of shares to the participants in the Performance Share Plan 2026 shall be made without consideration and at the time specified in the Performance Share Plan 2026 and subject to the conditions of the Performance Share Plan 2026. The shares that may be transferred may be shares acquired specifically for the purpose of the Performance Share Plan 2026 under item B above or treasury shares otherwise held by the Company at the time of transfer.

The number of shares in Lindab that may be transferred under the Performance Share Plan 2026 may be subject to re-calculation in the event of a bonus issue, share split, reverse share split, preferential rights issue and similar events impacting the number of shares in Lindab.

D. The Board of Directors’ proposal for transfer of own shares to cover social security contributions and other costs

The Board proposes that the Annual General Meeting resolves to authorise the Board to, during the period until the next Annual General Meeting and on one or several occasions, resolve on the transfer of shares in Lindab to a third party for the purpose of bringing in capital to cover the exposure towards social security contributions and other costs that may arise based on the allotment of Performance Shares under Performance Share Plan 2026. Transfer may be made with the number of shares required for Lindab to cover social security contributions and other costs arising from Performance Share Plan 2026, however no more than 38,082 shares.

Transfer of shares shall be made over Nasdaq Stockholm at a price per share that is within the price range registered at any given time. Shares may also be transferred outside Nasdaq Stockholm to a bank or other financial institution. Such transfer may be made at a price corresponding to the stock exchange price at the time of the transfer of the shares transferred, with such fair market deviation that the Board deems appropriate.

The number of shares in Lindab that may be transferred to secure payment of social security contributions and other costs may be subject to re-calculation in the event of a bonus issue, share split, reverse share split, preferential rights issue and similar events impacting the number of shares in Lindab.

Estimated costs for the Performance Share Plan 2026

The costs for Performance Share Plan 2026 are accounted for in accordance with IFRS 2 and are recognized as personnel costs in the income statement over the three-year Vesting Period. Based on the maximum number of shares in the Performance Share Plan 2026 and a set share price of 151.2 SEK, the total accounting cost for the plan is estimated to be approximately 9.3 MSEK, excluding social security contributions. The costs for social security contributions, based on an assumed annual share price increase of 13.4% and an average social security rate of 28.3%, are estimated to amount to approximately 8.4 MSEK. Because the Company intends to hedge its delivery obligations and social security costs through the repurchase and transfer of its own shares, the program’s cash flow impact will primarily consist of the purchase price for the shares and the related social security payments.

Effects on key ratios

The program is expected to have a marginal impact on the Company’s key ratios. Given the maximum number of shares that may be allocated under Performance Share Plan 2026, the annual costs (including social security contributions) are estimated to correspond to approximately 0.2% of the Company’s total personnel costs for the financial year 2025. The impact on earnings per share (EPS) is expected to be limited, as the performance-based nature of the plan is intended to drive the growth and profitability required to offset the program’s costs.

Other share-based incentive programs

Lindab has three previously ongoing call option-based incentive programs resolved on by the 2023, 2024 and 2025 Annual General Meetings respectively. Together with the proposed Performance Share Plan 2026, these (based on actual participation) constitute a total of 1.1 percent of the total number of shares and votes in the company. Further information is available in the Lindab’s Annual Reports of 2024 and 2025 and on Lindab’s website www.lindabgroup.com. Long-term variable remuneration in cash in Lindab follows from the proposal regarding guidelines for remuneration to senior executives.

Reasons for deviating from the shareholders’ preferential rights

The reason for deviating from the shareholders’ preferential rights is to implement the proposed Performance Share Plan 2026.

Preparation of the proposal

The proposal has been prepared by the Remuneration Committee and the Board of Directors together with external advisors.

Majority requirements

A resolution on the Performance Share Plan 2026 under item A is valid if it is supported by shareholders representing more than half of the votes cast at the meeting.

A resolution on acquisition of shares under item B is valid if it is supported by shareholders representing more than two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

A resolution on the transfer of shares to the participants in the Performance Share Plan 2026 under item C is valid if it is supported by shareholders representing more than nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.

A resolution on transfer of shares to secure payment of social security contributions under item D is valid if it is supported by shareholders representing more than two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Authorisation for the Board to resolve on repurchase and transfer of own shares (item 16)

The Board proposes that the Annual General Meeting authorizes the Board to, on one or several occasions during the period up until the next Annual General Meeting, resolve on repurchase of own shares on the following conditions.

 

      Repurchase of shares may be made at a maximum of so many shares that the company’s holding does not exceed ten (10) percent of the total number of shares in the company from time to time.

      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. Repurchase may not be made at a price lower than the lowest price at which an independent acquisition can be made. 

      Payment for the repurchased own shares shall be made in cash.

      The Board may resolve on other terms and conditions for the repurchase.

 

Furthermore, the Board proposes that the Annual General Meeting authorizes the Board to, on one or several occasions during the period up until the next Annual General Meeting, resolve on transfer of the company’s own shares in accordance with the following.

      The maximum number of shares to be transferred may not exceed the number of shares held by the company at the time of the transfer. 

      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.

      Payment for transferred shares on Nasdaq Stockholm may only occur at a price per share within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price.

      Transfer in connection with acquisitions may be made at a market value assessed by the Board.

      The Board may resolve on other terms and conditions for the transfer.

 

The purpose of the authorizations is to give the Board the possibility to adjust the company’s capital structure and thereby contribute to increased shareholder value and to be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions with the company’s own shares.

The Board has presented a motivated statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act. The statement is available at the company and on the company’s website.

A resolution in accordance with this proposal requires approval from shareholders representing at least two-thirds of both the number of votes cast as well as the shares represented at the general meeting in order to be valid.

Authorisation for the Board to resolve on issue of shares, warrants and/or convertibles (item 17)

The Board proposes that the Annual General Meeting authorizes the Board 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, warrants and/or convertibles. The authorization shall also include the right to resolve on new issues of shares, warrants and/or convertibles with terms concerning issues in kind, offset rights or other terms stated in Chapter 13, Section 5, first paragraph 6, Chapter 14, Section 5, first paragraph 6, and Chapter 15, Section 5, first paragraph 4 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 (10) percent of the number of outstanding shares in the company at the time when the Board first uses the authorization.

The purpose of the authorization and the reasons for a potential deviation from the shareholders’ preferential rights as set out above is to carry out and finance acquisitions of companies, part of companies or businesses or to strengthen the company’s capital base and equity/assets ratio. Such issues may not require amendment of the Articles of Associations applicable from time to time. In case of deviation from the shareholders’ preferential rights, issues by virtue of the authorization shall be made on market conditions. In accordance with the conditions set out above, the Board shall also be authorized to resolve on other terms as considered necessary by the Board to carry out the issues.

The Managing Director, or anyone appointed by the Managing Director, shall have the right to make any adjustments that may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket).

A resolution in accordance with this proposal requires approval from shareholders representing at least two-thirds of both the number of votes cast as well as the shares represented at the general meeting in order to be valid.

 

Available documents and information about the number of shares and votes in the Company
The 2025 annual report, the auditors’ report, the assurance report on the consolidated sustainability report, the Board’s remuneration report and the Board’s complete proposals regarding the agenda items 8 b) and 14-17 as well as related documents will be kept available for the shareholders at the Company’s headquarters at the address Lindab International AB, SE-269 82 Båstad, Sweden, and on the Company’s website www.lindabgroup.com, no later than April 21, 2026. Copies will be sent on request to shareholders who state their postal address. The 2025 annual report, the auditors’ report, the Board’s complete proposals as well as related documents will also be held available at the Annual General Meeting.

The total number of shares and votes in the Company amounts to 78,842,820. Lindab International AB (publ) holds 1,806,888 treasury shares, for which the Company cannot exercise any voting rights.

 

Information at the Annual General Meeting
At the Annual General Meeting, the Board and the CEO shall, if requested by a shareholder and the Board considers that it can be done without material damage to the company, provide information regarding issues that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company’s or its subsidiaries’ financial position or the company’s relation with other companies within the group. A shareholder who so requests may send questions in advance by post to Lindab International AB (publ), “Annual General Meeting”, SE-269 82 Båstad, Sweden, or by email to ola.ranstam@lindab.com.

 

Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

If you have questions regarding Lindab’s processing of your personal data, you can contact the company by email, lindab@lindab.com. Lindab has corporate ID No. 556606–5446 and the Board of Directors’ registered office is in Båstad, Sweden.  

Båstad in April 2026

The Board of Directors

Lindab International AB (publ)

 

Contacts
Peter Nilsson
Chairman of the Board
Phone: +46 (0) 431 850 00

Ola Ringdahl
President and CEO
E-mail: ola.ringdahl@lindab.com
Phone: +46 (0) 431 850 00

Fredrik Wahrolén
Head of Communications
E-mail: fredrik.wahrolen@lindab.com
Mobile: +46 (0) 705 393 379
 

Lindab Group. Quality ventilation for a better climate.
Lindab Group is one of Europe's largest ventilation groups and provides customers with complete ventilation solutions. High quality, easy installation and reliable delivery contribute to strong customer satisfaction, healthy indoor environments and sustainable buildings. In Scandinavia, the offering also includes roof, wall and rainwater drainage solutions. Within the building materials industry, Lindab Group has been ranked as the European sustainability leader.

Lindab Group, founded in 1959, is vertically integrated across the entire value chain – from machine manufacturing and production of products for air distribution and room ventilation, to distribution and logistics of both in-house manufactured and traded ventilation products.

The Group recorded sales of SEK 12,854 million in 2025 and operates in 18 countries with approximately 5,000 employees. Western Europe accounted for 45 percent of sales in 2025, the Nordic region for 41 percent, Central Europe for 10 percent and other markets for 4 percent.

Lindab Group is headquartered in Grevie, Sweden, and listed on Nasdaq Stockholm, Large Cap, under the ticker symbol LIAB.