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The Board's motivated statement pursuant to Chapter 18, Section 4 of the Companies Act

The Board of Directors has proposed that the Annual General Meeting in 2026 decide on the appropriation of profits, entailing the distribution of SEK 5 per share to the shareholders. The total dividend thus amounts to SEK 103,925,700. The dividend proposal has been prepared, among other things, based on the company's dividend policy.

The Board of Directors of Rugvista Group AB (publ) hereby submits the following statement in accordance with Chapter 18, Section 4 of the Companies Act, explaining why the proposed dividend is justified in accordance with the provisions of Chapter 17, Section 3, second and third paragraphs of the Companies Act.

Assuming that the Annual General Meeting in 2026 decides in accordance with the Board's proposal on the appropriation of profits, SEK 307,382,623 will be carried forward to the new account. The Board notes that after the proposed dividend, there will be full coverage for the company's restricted equity and that the company's and the Group's liquidity will continue to be good after the payment of the proposed dividend.

The company's and the Group's financial position remains strong after the proposed dividend, and it is the Board's assessment that the company's and the Group's equity after the proposed dividend will be sufficient in relation to the nature, scope, and risks of the business. The Board has also considered the company's and the Group's position and the company's and the Group's ability to meet its commitments in the short and long term, and the Board assesses that the equity will be sufficient for the company's and the Group's ability to fulfill its obligations and make any necessary investments. The Board has taken into account, among other things, the company's and the Group's historical development, budgeted development, and market and economic conditions. The Board further believes that the company and the Group, even after the dividend, have the prerequisites to take future business risks and tolerate potential losses, and have good preparedness to handle changes in liquidity and unexpected events.

In addition to what has been stated above, the Board has considered other known circumstances that may be relevant to the company's and the Group's financial position. No circumstances have emerged that suggest that the proposed dividend is not justified.

With reference to the above, it is the Board's opinion that the proposed dividend appears justified in view of the requirements that the nature, scope, and risks of the business place on the size of both the company's and the Group's equity, as well as the company's and the Group's consolidation needs, liquidity, and position in general.


Malmö in April 2026
The Board of Directors of Rugvista Group AB (publ)

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