Notice to attend the annual general meeting of Plejd AB
The shareholders of Plejd AB (publ), reg. no. 556790-9477, (“Plejd” or the “Company”) are hereby given notice to attend the Annual General Meeting to be held on Thursday, 23 April 2026 at 10:00 am CEST at the address Krokslätts fabriker 30, floor 3, in Mölndal, Sweden. The entrance to the general meeting will open at 9:15 am CEST.
Any shareholder wishing to participate at the Annual General Meeting must:
(i) be entered in the share register kept by Euroclear Sweden AB as per Wednesday, 15 April 2026; and
(ii) have notified their intention to participate at the Annual General Meeting to the Company in accordance with the instructions under the heading “Notification of participation in person or by proxy”, in such time that the notification is received by the Company no later than Friday, 17 April 2026.
Nominee registered shares
To be entitled to participate and exercise voting rights at the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee, must give notice about its intention to participate at the general meeting and register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Wednesday, 15 April 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Friday, 17 April 2026, will be taken into account in the preparation of the share register.
Notification of participation in person or by proxy
Shareholders wishing to attend the Annual General Meeting in person or by proxy shall notify the Company no later than Friday, 17 April 2026, either:
(i) by e-mail to investor@plejd.com; or
(ii) by letter to Plejd AB (publ), Krokslätts fabriker 27 A, 431 37 Mölndal, Sweden (mark the envelope “AGM 2026”).
The notification shall include name or company name, personal identification number or corporate registration number, address, telephone number as well as, where applicable, the number of assistants (maximum two).
Anyone who does not wish to attend in person may exercise their right at the Annual General Meeting by proxy with a written, signed and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent document of authorization for the legal entity must be attached. The power of attorney may not be older than one year, however, it may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years from its issuance. The certificate of registration must not have been issued earlier than one year before.
To facilitate access to the Annual General Meeting, powers of attorney, registration certificates and other authorization documents should be received by the Company at the address Plejd AB (publ), Krokslätts fabriker 27 A, 431 37 Mölndal, Sweden (mark the envelope “AGM 2026”) well in advance of the Annual General Meeting and preferably no later than Friday, 17 April 2026.
Please note that the notification of participation at the Annual General Meeting shall take place even if a shareholder wishes to exercise its voting rights at the Annual General Meeting by proxy. Submission of power of attorney does not constitute a valid notification to the Annual General Meeting.
A power of attorney form is available on the Company’s website, www.plejd.com/investors.
Items at the Annual General Meeting
Proposed agenda:
- Opening of the general meeting
- Election of chairperson of the general meeting
(i) Ylwa Karlgren
- Preparation and approval of the voting register
- Presentation and approval of the agenda
- Election of one or several people to verify the minutes
- Determination of whether the general meeting has been duly convened
- Presentation of the annual report and auditor's report and the group annual report and the group auditor's report
- Resolutions regarding:
(a) adoption of income statement and balance sheet and the group income statement and the group balance sheet,
(b) the profit or loss of the company in accordance with the adopted balance sheet, and
(c) discharge from liability for the directors and the managing director
(i) Ylwa Karlgren (chairperson)
(ii) Erik Calissendorff (director)
(iii) Nico Jonkers (director)
(iv) Halldora von Koenigsegg (director)
(v) Anders Persson (director)
(vi) Magnus Zederfeldt (director)
(vii) Babak Esfahani (managing director)
- Resolution regarding determination of the number of directors and deputy directors, as well as auditors and deputy auditors
- Determination of fees to the Board of Directors and to the auditors
- Election of the Board of Directors and if applicable deputy directors
(i) Ylwa Karlgren (re-election – director)
(ii) Erik Calissendorff (re-election – director)
(iii) Nico Jonkers (re-election – director)
(iv) Halldora von Koenigsegg (re-election – director)
(v) Martin Gren (new election – director)
- Election of chairperson of the Board of Directors
(i) Ylwa Karlgren (re-election)
- Election of auditor and if applicable deputy auditors
(i) Öhrlings PricewaterhouseCoopers AB (re-election]
- Election of member of the nomination committee
(i) Halldora von Koenigsegg (re-election)
(ii) Iman Karimi (re-election)
(iii) Marcus Neckmar (re-election)
(iv) Erik Calissendorff (re-election)
- Resolution on the Board of Directors’ proposal to guidelines for remuneration to senior executives
- Resolution regarding adjustment authorization
- Closing of the general meeting
The nomination committee
The nomination committee shall, in accordance with the principles of the nomination committee adopted at the Annual General Meeting 2024 and which are valid until further notice, consist of a minimum of three (3) and a maximum of six (6) members elected at the Annual General Meeting. Each of the four (4) largest shareholders or groups of shareholders in terms of voting rights as of the last business day of December of the year preceding the Annual General Meeting shall be invited to appoint a representative to the nomination committee.
The nomination committee for the Annual General Meeting 2026 was elected by the Annual General Meeting 2025 in accordance with the principles of the nomination committee and has consisted of Erik Calissendorff, Iman Karimi, Halldora von Koenigsegg and Marcus Neckmar. Furthermore, the chairperson of the Board of Directors, Ylwa Karlgren, has been co-opted to several of the nomination committee's meetings.
Proposed resolutions
2. Election of chairperson of the general meeting
The nomination committee proposes that the chairperson of the Board of Directors, Ylwa Karlgren, is appointed as chairperson of the Annual General Meeting or, in her absence, the person appointed by her.
8.(b) Resolution regarding the profit or loss of the company in accordance with the adopted balance sheet
The Board of Directors proposes that all funds available for the Annual General Meeting shall be carried forward.
9. Resolution regarding determination of the number of directors and deputy directors, as well as auditors and deputy auditors
The nomination committee proposes that the Board of Directors shall consist of five directors without deputies for the period until the end of the next Annual General Meeting.
The nomination committee proposes that a registered auditing firm shall be appointed as auditor without deputies.
10. Determination of fees to the Board of Directors and to the auditors
The nomination committee proposes that fees be paid to the directors of the Board of Directors and members of the established committees as follows (last year’s figures in brackets):
- SEK 425,000 (400,000) to the chairperson of the Board of Directors and SEK 195,000 (185,000) to the other directors;
- SEK 90,000 (85,000) to the chairperson of the audit committee and SEK 50,000 (45,000) to the other members of the audit committee; and
- SEK 50,000 (45,000) to the chairperson of the remuneration committee and SEK 30,000 (25,000) to the other members of the remuneration committee.
It is proposed that the fees shall be paid to all directors with no exceptions for major shareholders or employees of the Company.
If the Annual General Meeting resolves in accordance with the nomination committee's proposal for the composition of the Board of Directors and if the number of members of the audit and remuneration committees, respectively, is two (2), the total fee amounts to SEK 1,425,000 (1,525,000).
The nomination committee further proposes that the fees to the auditor shall be paid in accordance with invoice approved by the Company.
11. Election of the Board of Directors and if applicable deputy directors
The nomination committee proposes re-election of the current directors, Erik Calissendorff, Nico Jonkers, Ylwa Karlgren, and Halldora von Koenigsegg and new election of Martin Gren. All elections for the period until the end of the next Annual General Meeting.
The proposed composition of the Board of Directors of the Company fulfils the independence requirements of the Swedish Corporate Governance Code. All proposed directors, except for Erik Calissendorff, are considered independent in relation to the Company and its management. Furthermore, all proposed directors, except for Halldora von Koenigsegg, are considered independent in relation to the Company's major shareholders.
More information about the director proposed for new election:
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Name: |
Martin Gren |
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Relevant assignments: |
Honorary Doctor Lund University. Co‑founder of Axis Communications AB, where he spent his entire career. He has held several key roles over the years and currently serves as Deputy Chairman of the Board. Chariman of AB Grenspecialisten as well as board member of Eikos Aktiebolag, Proact IT Group AB, LumenRadio and H. Lundén Holding Aktiebolag. |
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Year of birth: |
1962 |
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Nationality: |
Sverige |
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Ownership in the Company: |
533 028 shares (direct and private company) |
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Independence |
According to the nomination committee's assessment, Martin Gren is independent in relation to the Company and the Company's senior executives and independent in relation to the Company's major shareholders. |
More information on the directors proposed for re-election is available on the Company's website, www.plejd.com/investors.
12. Election of chairperson of the Board of Directors
The nomination committee proposes that Ylwa Karlgren be re-elected as chairperson of the Board of Directors.
13. Election of auditor and if applicable deputy auditors
The nomination committee proposes, in accordance with the audit committee's recommendation, the re-election of the registered audit firm Öhrlings PricewaterhouseCoopers AB (PwC) as the Company's auditor for a period up until the end of the next Annual General Meeting. PwC has announced that if the audit firm is selected, then the authorized auditor, Johan Malmqvist, continues as principal auditor and Christoffer Bengtsson as co-signing auditor.
14. Election of member of the nomination committee
The nomination committee proposes, in accordance with the principles of the nomination committee adopted at the Annual General Meeting 2024, re-election of the current members Halldora von Koenigsegg (appointed by Christian von Koenigsegg) Iman Karimi (appointed by Pluspole Group), and Marcus Neckmar (appointed by Andra AP-fonden) and Erik Calissendorff (appointed by Plejd Founder).
15. Resolution on the Board of Directors’ proposal to guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting resolves on the following guidelines for remuneration to senior executives.
General
These guidelines cover salary, benefits and other remuneration and terms of employment for senior executives. Senior executives means members of the board of directors, any deputy board members, the chief executive officer and any deputy chief executive officer, as well as other executives who report directly to the CEO (the management team).
The guidelines shall apply to remuneration agreed upon, and to changes made to already agreed remuneration, after the guidelines were adopted by the Annual General Meeting 2026. The guidelines do not cover remuneration resolved upon by the general meeting of shareholders.
How the guidelines contribute to the Company's business plan, long-term interests and sustainability
Plejd develops smart products that create value for both installers and end users. Through in-house product development and production, close collaboration with suppliers and distribution via wholesalers, Plejd ensures high quality and control throughout the value chain. The Company's business strategy is based on user-friendly, reliable and energy-efficient products, which supports long-term growth. Further information about Plejd's business strategy is available at https://www.plejd.com/sv-se.
In order to successfully implement the strategy and safeguard Plejd's long-term interests, it is crucial that Plejd, and its subsidiaries (the "Group"), can attract, motivate and retain competent employees. The remuneration guidelines therefore aim to ensure that senior executives are offered market-based employment terms and competitive total remuneration.
Forms of remuneration etc.
The remuneration to senior executives may consist of the following components: fixed cash salary (base salary), variable cash remuneration (short-term and long-term incentives), pension benefits and other benefits.
The general meeting may in addition – and independently of these guidelines – resolve upon share price-related incentive programmes.
Base Salary
The Company's senior executives shall be offered a fixed cash salary that is market-based and is based on the senior executive's responsibilities, role, competence and position. The fixed cash salary shall be reviewed once per year.
Short-term incentives (STI)
The Company’s senior executives may be eligible for annual performance-based remuneration. Such STI compensation is based on the achievement of financial and/or operational targets determined by the Remuneration Committee with the support of the Chief Executive Officer. Financial targets may, for example, include revenue growth or EBITDA, and operational targets may, for example, include ESG criteria or innovation.
For the chief executive officer, cash-based STI remuneration shall be capped at 75 percent of the base salary for the relevant year. The corresponding figure for other senior executives shall be 30 percent.
STI remuneration is paid annually following approval by the remuneration committee. The remuneration committee shall have the right to adjust or reclaim already paid STI remuneration if payment has been made by mistake, has been based on intentionally incorrect information or if the Company's financial results have been materially restated.
Long-term incentives (LTI)
The Company's senior executives may be covered by cash-based and/or share-related LTI remuneration. Share-related LTI remuneration requires specific approval by the general meeting of shareholders, and cash-based LTI remuneration requires approval by the board of directors. LTI remuneration typically has a vesting period of three to five years. Any performance measures for LTI remuneration shall be determined and documented by the remuneration committee and be aligned with the Company's long-term objectives.
Cash-based LTI remuneration is calculated as a percentage of the base salary, with defined levels for thresholds, targets and maximum outcomes.
Payment of cash-based LTI remuneration shall be made at the end of each LTI period, following approval by the remuneration committee. The Company shall have the right to adjust or reclaim already paid LTI remuneration if payment has been made by mistake or has been based on intentionally incorrect information or if the Company's financial results have been materially restated.
Pension benefits and other benefits
Senior executives shall be covered by the ITP plan applicable from time to time or equivalent compensation or have a defined contribution pension that does not exceed 30 percent of the pension-qualifying remuneration. Variable remuneration is not pension-qualifying. Senior executives who are resident outside Sweden or are foreign nationals and have their main pension in a country other than Sweden may alternatively be offered other pension solutions that are adapted to comply with mandatory legislation or established local practice, whereby the overall purpose of these guidelines shall be met as far as possible.
Other non-monetary benefits for management, such as company car, computer, mobile phone, supplementary health insurance or occupational healthcare, may be provided to the extent this is deemed to be market practice for senior executives in equivalent positions in the market where the Company operates. The value of these benefits may in aggregate amount to a maximum of 20 percent of the fixed cash salary.
Severance pay and compensation upon termination
Severance pay may be determined based on length of employment, management level and relevant market requirements and practice. In cases where the Company is not bound by mandatory legal requirements, any severance pay shall be limited to a maximum of 12 months' basic salary. No severance pay shall be paid in the event of resignation by the senior executive or termination for personal reasons.
The notice period for senior executives may not exceed twelve months, during which time salary payments shall continue. In the event of termination by the senior executive, the notice period may not exceed nine months.
Senior executives may be relieved of their duties during the notice period, during which time they shall receive basic salary but be relieved of their work duties.
The decision-making process for determining, reviewing and implementing the guidelines
The board of directors has established a remuneration committee. The committee's tasks include preparing the board's proposal for decisions on guidelines for remuneration to senior executives and any decisions on deviations from the guidelines.
The board of directors shall prepare a proposal for new guidelines at least every four years and present the proposal for decision at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the general meeting.
Detailed information on the remuneration to senior executives, including all components, performance measures and actual target achievement, will be provided in the Company's annual report and in the remuneration report.
Deviations from the guidelines
The board of directors has the right to deviate from the above guidelines, in whole or in part, if there are special reasons justifying such deviation in an individual case. As stated above, it is part of the remuneration committee's duties to prepare the board's decisions on remuneration matters, which includes decisions on deviations from the guidelines.
Deviations may only be made if deemed necessary to serve the Company's long-term interests and sustainability or to ensure the Company's financial viability. If the board of directors deviates from the guidelines for remuneration to board members, the chief executive officer and senior executives, this shall be reported at the next Annual General Meeting.
Salary and employment conditions for employees
In preparing the board of directors' proposal for these remuneration guidelines, the salary and employment conditions for the Company's and the group's other employees have been taken into account by information regarding employees' total remuneration, the components of the remuneration and the remuneration's increase and rate of increase over time having formed part of the remuneration committee's and the board of directors' decision-making basis when evaluating the reasonableness of the guidelines and the limitations that follow from them.
Significant changes to the guidelines
The board of directors has made several significant changes compared to previous guidelines. The changes include, among other things, a clearer link to Plejd's business strategy, more precise remuneration components and benefits, as well as terms for severance pay and remuneration upon termination. The guidelines also clarify the decision-making process of the board of directors and the remuneration committee and the possibility to make deviations.
16. Resolution regarding adjustment authorization
The Board of Directors proposes that the Board of Directors or the person otherwise appointed by the Board of Directors be authorized to make such minor amendments to the resolutions adopted by the general meeting as may prove necessary for the registration of the resolutions.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 11,178,720. The Company holds no own shares.
Other
The notice, accounting documents, auditor's report and other documents to be considered at the general meeting will be made available at the Company's offices at Krokslätts fabriker 27 A, 431 37 Mölndal, Sweden, and on the Company's website, www.plejd.com/investors, no later than three weeks prior to the general meeting. The documents will also be sent free of charge to shareholders who request and who provide their e-mail or postal address.
The shareholders are reminded of the right to, at the general meeting, request information from the Board of Directors and the managing director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website www.euroclear.com/Integritetspolicy-bolagsstammor-svenska.pdf.
For further information
Phone: +46 (0) 10 207 89 01
E-mail: investor@plejd.com
About the company
Plejd is a leading Nordic supplier of smart lighting and other smart products. By focusing on the user experience, Plejd makes smart solutions easy and available to everyone.