Annual Meeting 2025

Shareholders in Systemair AB (publ), reg. no. 556160-4108 (“Systemair” or the “Company”) are hereby invited to attend the Company’s annual general meeting (the “AGM”) at 3.00 p.m. on Thursday 28 August 2025 in the Lecture Hall (Aulan) at Systemair Expo, Skinnskatteberg, Sweden. Registration at the AGM will open at 2.00 p.m. Coffee and sandwiches will be served. 

For those wishing to participate, there will be a tour of the production facility and product presentation prior to the AGM. Those wishing to participate should assemble at 1.00 p.m. at Systemair Expo, Skinnskatteberg.  

In accordance with the provisions of Chapter 7, Section 4a of the Swedish Companies Act and the Company's Articles of Association, the Board of Directors (the “Board”) has decided that, as an alternative for shareholders who do not attend the meeting in person, postal voting will be possible. Shareholders can therefore choose to exercise their voting rights at the AGM by attending in person, by proxy or by postal vote.

Registration

Right to attend the AGM and registration 

Shareholders wishing to participate in the AGM must i) be entered in the share register maintained by Euroclear Sweden AB on the record day, Wednesday, 20 August 2025, and ii) must notify the Company of their intention to participate at the AGM no later than Friday, 22 August 2025. 

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the AGM, have their shares registered in their own name through the nominee, so that they are registered in the share register on the record date, Wednesday 20 August 2025. Such registration may be temporary (“voting registration”) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as the nominee determines. Voting registrations requested by shareholders in time for the registration to be made by the nominee by no later than Friday 22 August 2025 will be taken into account in the production of the share register. 

Anyone representing a legal entity must present a registration certificate, or equivalent document, confirming the person’s authority to sign for the organisation. Powers of attorney, registration certificates and other authorisation documents must be available at the AGM and should, in order to facilitate admission to the AGM, be received by the Company no later than on Friday 22 August 2025. The original copy of the power of attorney document must be shown. 

Registration should be done either via the form at https://group.systemair.com/registration, by phone +46 (0)222-440 00, or by post to Systemair AB, Reception, 739 30 Skinnskatteberg, Sweden. Applications shall include details of name, civic registration number/corporate registration number, address, telephone number, any assistants (no more than two) and number of shares. Shareholders represented by a proxy must issue a dated power of attorney for the proxy. The maximum period of validity for the power of attorney shall be five (5) years from the date of issue. A power of attorney form is available on the Company’s website, https://group.systemair.com/registration or may be requested by writing to the address above.

Postal voting 

Shareholders may exercise their voting rights at the AGM by postal voting.  

 A special form must be used for postal voting. The form is available on the Company's website https://group.systemair.com/registration and may also be provided by mail to shareholders who request it. Postal votes must be received by the Company no later than Friday 22 August 2025. Completed forms, including any attachments, are to be emailed to [email protected]. Alternatively, the original voting document(s), completed, are to be sent by post to Systemair AB, “Årsstämma”, Industrivägen 3, SE-739 30 Skinnskatteberg, Sweden. Submission of the form is valid as notification to participate in the AGM. If the shareholder is a legal entity, a copy of the entity’s registration certificate or equivalent authorisation document for the legal entity should be attached to the form. The same applies to postal voting by a proxy on behalf of the shareholder. Shareholders may not attach special instructions or conditions to their postal vote. If they do so, their vote will be declared invalid in its entirety. Further instructions are provided on the postal voting form. 

Proposed agenda 

1. Declare the meeting open and elect a chairman for the AGM.
2. Prepare and approve the list of voters.
3. Elect one or two persons to verify the minutes.
4. Determine whether the AGM has been duly convened.
5. Approve the agenda.
6. Report on the work of the Board and its committees.
7. Presentation of the annual accounts and the consolidated accounts, followed by the CEO’s report on the business.
8. Presentation of audit report and audit report on the consolidated accounts, as well as auditor’s statement of opinion on compliance with the guidelines on remuneration to senior executives, which have applied in the period since the preceding AGM.
9. Resolutions on:
   1. adoption of the income statement and balance sheet, along with the consolidated income statement and the consolidated balance sheet for the 2024/25 financial year;
   2. disposition of the Company’s profit or loss according to the balance sheet adopted;
   3. discharge from liability to the Company for members of the Board and the CEO.
10. Resolution on the number of members of the Board.
11. Resolution on fees to the Board and auditor.
12. Election of members of the Board, chairman of the Board, deputy chairman of the Board and auditor.
13. Resolution on the approval of the Board’s remuneration report.
14. Resolution on the Board’s proposal for guidelines on remuneration and other terms of employment for senior executives.
15. Resolution on the Board’s proposal on authorisation for the Board to resolve upon acquisition of the Company’s own shares for the purpose of LTIP 2024.
16. Resolution on the Board’s proposal on authorisation for the Board to resolve upon acquisition and transfer of the Company’s own shares. 
17. Resolution on the Board’s proposal on authorisation for the Board to resolve upon issuing of new shares.
18. Resolution on the Board’s proposal on a) establishment of a share-based incentive programme 2025 (LTIP 2025), and b) hedging arrangements relating thereto.
19. Closing of the AGM.