Company Announcements

SKINNSKATTEBERG, Sweden, Aug. 28, 2025 /PRNewswire/ -- Systemair(NASDAQ OMX Stockholm: SYSR) held its Annual General Meeting on August 28, 2025 in the Systemair Expo in Skinnskatteberg, Sweden. At the meeting, 166 voting shareholders were present, alternatively submitted valid postal votes, which corresponds to 93,04 % of the total number of votes and shares in the company. The Meeting voted in favour of the Board's and the Nomination committee's proposal in all suggestions. The main content of the most important decisions was:

Dividend and discharge from liability

The Annual General Meeting (the "AGM") resolved to approve the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2024/2025. The Board's proposal of a dividend of SEK 1.35 per share was approved. The record date was set to Monday, September 1, 2025. The dividend will be paid, through Euroclear Sweden AB, on Thursday, September 4, 2025.

The AGM granted the Board and the CEO discharge from liability for the financial year 2024/2025.

Board

The AGM resolved that the number of Board members shall be six, with no deputy members. The AGM resolved to elect Gerald Engström (re-elected), Patrik Nolåker (re-elected), Gunilla Spongh (re-elected), Niklas Engström (re-elected), Peter Fenkl and Åsa Söderström Winberg as board members. Patrik Nolåker was elected Chairman of the Board. Gerald Engström was elected vice Chairman of the Board. The AGM resolved to approve the proposed remuneration to the Board announced in the notice convening the AGM.

Auditor

The AGM re-elected Ernst & Young AB as the company's auditor. The AGM resolved that the auditor's fee shall be paid in accordance with the approved invoice.

Renumeration report, the Board's proposal regarding guidelines for remuneration to senior executives and incentive program

The AGM resolved, in accordance with the Board's proposal, to approve the Board's remuneration report and the Board's proposal for a resolution regarding guidelines for remuneration to senior executives. The AGM resolved, in accordance with the Board's proposal, to establish a long-term share-based and performance-based incentive program ("LTIP 2025"). Pursuant to LTIP 2025 the participants are offered the opportunity to invest their own funds in shares in Systemair whereby the participants, for each share invested, may be allocated a maximum number of shares free of charge, provided that certain performance conditions are met.

Authorisation for the Board to acquire (repurchase) and transfer shares in the company

The AGM resolved, in accordance with the Board's proposal, to authorise the Board to decide on the acquisition (re-purchase) and sale of shares in the company. Maximum number of shares may be acquired (repurchased) so that the company's holding at any time does not exceed five per cent of all shares in the company.

Authorisation for the Board to acquire (repurchase) shares in company for the purpose of LTIP 2024

The AGM resolved, in accordance with the Board's proposal, to authorise the Board to decide on the acquisition (re-purchase) of a maximum of 320,000 shares in the company for the purpose of LTIP 2024.

Resolution to authorize the Board to issue shares

The AGM resolved, in accordance with the Board's proposal, to authorize the Board to decide upon to increase the company's share capital by issuing new shares in the company. The company may issue up to a maximum of ten per cent of the number of shares in the company based on the number of shares at the time when the authorisation is first exercised.

For further information, please contact:

Gerald Engström, retiring Chairman of the Board, + 46 70 519 00 01

Patrik Nolåker, incoming Chairman of the Board, + 46 70 417 85 01

Roland Kasper, CEO +46 73 094 40 13

Anders Ulff, CFO + 46 70 577 40 09

Systemair AB , SE-739 30 Skinnskatteberg, Sweden, +46 222 440 00, www.systemair.com

Note:  The information is available in both a Swedish and an English version for publication on August 28, 2025 at 17.00.

Systemair in brief

Systemair is a leading ventilation company with operations in 51 countries in Europe, North America, the Middle East, Asia, Australia and Africa. The Company had sales of SEK 12.3 billion in the 2024/25 financial year and today employs approximately 6,900 people. Systemair has reported an operating profit every year since 1974, when the Company was founded. Over the past 10 years, growth has averaged 7.9 percent. Systemair helps improve the indoor climate through energy-efficient products that contribute to reduced carbon dioxide emissions.
Systemair has well-established operations in growth markets. The Group's products are marketed under the Systemair, Frico, Fantech and Menerga brands. Systemair shares have been quoted on the Nasdaq OMX Nordic Exchange in Stockholm since October 2007 and are today traded on the Large Cap List. The Group comprises about 90 companies.

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