Corporate governance, Corporate governance reports, Articles of association General meeting and Nominating committee

Corporate governance

Novotek applies the Swedish Code of Corporate Governance. Novotek prepares an annual Corporate Governance report which is audited by the external auditors. Here are the most central corporate bodies and functions.

Internal rules etc.
=> Articles of associations
=> Work plan for Board of Directors
=> Instruction issued by the Board to the CEO
=> Internal Policies etc.

External rules etc.
=> The Swedish Companies Act
=> Swedish and International accounting rules/regulations
=> Nasdaq OMX rules and regulation
=> Swedish Code of Corporate Governance

* no separate committees, handled by the Board as a whole

Articles of association

Legislature and Articles of association

Novotek shall apply Swedish law and rules and recommendations that follows of the listing at the Nordic stock exchange OMX and other laws applicable in the countries that Novotek has subsidiaries. Other than that Novotek has to follow the rules given by the articles of association of Novotek. The articles of association are given and decided by the general meeting and shall contain mandatory information about the basic management of the company. For example it shall contain what kind of business the company shall conduct, the size of the share capital, number of shares, the size of the board and how general meeting shall be called.

Articles of association >>, adopted by Annual General Meeting 2021-05-06 (Only in Swedish).

Corporate governance reports

Corporate governance report is included in annual report together with Auditor report concerning Corporate governance report. Below are separate reports from annual report.

General meeting

Novotek’s Annual General Meeting 2026 for financial year 2025 will be arranged in Malmö on 5 May, 2026. Time and place will be announced later. Shareholders have the right to have a matter dealt with at the Annual General Meeting, if a request is submitted to the board no later than 21 April, 2026 (Novotek AB, Att: Sven Kristensson, Box 16014, 200 25 Malmö).

At the Annual General Meeting all shareholders, registered according to the rules of the invitation, have the right to vote, directly or via representatives. The Annual General Meeting decides the members of the board. In addition to that, it also decides the auditors, the disposition of profits and so forth.

Invitation to the Annual General Meeting is made according to the rules of the articles of association >> (only in Swedish).
The invitation is furthermore published on our website and in our annual report.

(only in Swedish)

2025
Minutes of the annual general meeting, 2025-05-05
Communique from the annual general meeting, 2025-05-05
Invitation to the annual general meeting, 2024-05-05

2024
Minutes of the annual general meeting, 2024-05-06
Communique from the annual general meeting, 2024-05-06
Invitation to the annual general meeting, 2024-05-06

2023
Minutes of the annual general meeting, 2023-05-08
Communique from the annual general meeting, 2023-05-08
Invitation to the annual general meeting, 2023-05-08

2022
Minutes of the annual general meeting, 2022-05-10
Communique from the annual general meeting, 2022-05-10
Invitation to the annual general meeting, 2022-05-10

2021
Minutes of the annual general meeting, 2021-05-06
Communique from the annual general meeting, 2021-05-06
Invitation to the annual general meeting, 2021-05-06

2020
Minutes of the annual general meeting, 2020-05-07
Communique from the annual general meeting, 2020-05-07
Invitation to the annual general meeting, 2020-05-07

2019
Minutes of the annual general meeting, 2019-05-08
Communique from the annual general meeting, 2019-05-08
Invitation to the annual general meeting, 2019-05-08

2018
Minutes of the annual general meeting, 2018-05-09
Communique from the annual general meeting, 2018-05-09
Invitation to the annual general meeting, 2018-05-09

2017
Minutes of the annual general meeting, 2017-05-08
Communique from the annual general meeting, 2017-05-08
Invitation to the annual general meeting, 2017-05-08

2016
Minutes of the annual general meeting, 2016-05-09
Communique from the annual general meeting, 2016-05-09
Invitation to the annual general meeting, 2016-05-09

2015
Minutes of the annual general meeting, 2015-05-06
Communique from the annual general meeting, 2015-05-06
Invitation to the annual general meeting, 2015-05-06

2014
Minutes of the annual general meeting, 07/05/2014
Communiqué from the annual general meeting, 07/05/2014
Invitation to the annual general meeting, 07/05/2014

2013
Minutes of the annual general meeting, 06/05/2013
Communiqué from the annual general meeting, 06/05/2013
Invitation to the annual general meeting, 06/05/2013

2012
Minutes of the annual general meeting, 03/05/2012
Communiqué from the annual general meeting, 03/05/2012
Invitation to the annual general meeting, 03/05/2012

2011
Minutes of the annual general meeting, 05/05/2011
Communiqué from the annual general meeting, 05/05/2011
Invitation to the annual general meeting, 05/05/2011

2010
Minutes of the annual general meeting, 06/05/2010
Communiqué from the annual general meeting, 06/05/2010
Invitation to the annual general meeting, 06/05/2010

Nominating committee

At the Annual General Meeting held on 2025-05-05, the following instruction regarding the appointment of the Nomination Committee and its duties was adopted to remain in effect until otherwise decided by the General Meeting.

The Chair of the Board shall contact the three largest shareholders in the company in terms of voting rights, based on Euroclear Sweden’s register as of the last banking day in August each year. Each of these shareholders is entitled to appoint one representative to form the Nomination Committee, which shall serve until a new Nomination Committee is appointed. None of these representatives should be a member of the Board of Directors or part of the company’s management. If any of the three largest shareholders declines their right to appoint a representative, the right shall pass to the next shareholder in descending order of voting power. The Chair of the Board may be co-opted to the Nomination Committee.

If a member leaves the Nomination Committee before its work is completed, the Nomination Committee shall offer the shareholder who appointed the member to appoint a new representative, or, if that shareholder is no longer among the three largest shareholders by voting power, the shareholder who has joined this group. If that shareholder declines, the position may be offered to the next shareholder in descending order of voting power. If the ownership structure of the company changes before the Nomination Committee has completed its work, the Nomination Committee shall have the right to change its composition as it deems appropriate. The shareholder with the greatest voting power shall be, or appoint, the Chair of the Nomination Committee. The Chair of the Nomination Committee is responsible for convening the committee.

Prior to the Annual General Meeting, the tasks of the Nomination Committee are to present:
* proposals for the chair of the General Meeting,
* proposals for the number of board members,
* proposals for board members and the Chair of the Board,
* proposals for fees and other remuneration for board assignments for each board member,
* proposals for auditors,
* proposals for auditor’s fees,
* proposals for amendments to the Nomination Committee’s instruction, if necessary

Novotek AB’s Nomination Committee Ahead of the 2026 Annual General Meeting

The Nomination Committee for the 2026 Annual General Meeting has now been appointed in accordance with the company’s instructions for the Nomination Committee and consists of the following members:
Annette Larsson, Noveko Syd AB, Chair of the Nomination Committee
Ulf Andersson, Novotime AB
Emil Hjalmarsson, Grenspecialisten Förvaltning AB

The Annual General Meeting of Novotek AB will be held 5th of May 2026.

The shareholders who have appointed members to the Nomination Committee together represent approximately 59.3 percent of the total voting rights in Novotek AB.

Shareholders who wish to submit proposals to the Nomination Committee may do so by email to info@novotek.com (please mark the subject line with “To the Nomination Committee”), or by post to: Novotek AB, Nomination Committee, Box 16014, SE-200 25 Malmö, Sweden.

Proposals must be received by the Nomination Committee no later than 12 January 2026.

Nominating committee report considering the board election on annual general meeting 05/05/2025.

The nominating committee propose re-election of board members Fredrik Larsson, Anna Bjelm, Charlotta Johnsson, Sven Kristensson and Peter Rosén.

“In a company it is important to have a versatile composition on the board. The size of the board of directors should be kept down, especially in a small company such as Novotek. Novotek has therefore decided that the board members should have as diverse a focus as possible and reflect the company’s needs.

Novotek also strives for an even gender balance (in accordance with the Code’s recommendation of about 40 %).

Below is the structure and experience of the board.

Sven Kristensson is proposed as chairman of the board. Sven has a long and broad experience of leading companies in growth from, among others, Getinge, Åkerlund & Rausing. He is today CEO of Nederman Holding and also a board member of Swegon and several other companies. Also has a broad social interest and is involved in the Scandinavian Policy Institute, the South Swedish Chamber of Commerce and Per Håkansson’s foundations.

Peter Rosén, B.Sc. Econ, has broad experience from leading positions such as CFO and deputy CEO from companies such as Flügger, Cloetta, Resurs Holding and other companies. He is today CFO and deputy CEO of Hexpol.

Fredrik Larsson, MsC Eng, has extensive experience as a project manager and as a solution architect in the telecom industry. The common denominator in many of the projects in Novotek’s line of business and the telecom industry has been about introducing standard platforms in a complex business using a global delivery model. He is today deputy CEO of Idus.

Anna Bjelm is MSc. Eng and Executive MBA. Her experience of working in senior positions within Lean in a number of companies is important to Novotek. Lean promote efficiency in companies and is what Novotek offers its customers. She is today CEO at aSterling enrichment.

Charlotta Johnsson is PhD in Technology and is today Dean at LTH Campus Helsingborg with a special focus on Innovation and Collaboration. She has solid experience in research and development in Operation Management, Smart Manufacturing and Digitalization, as well as work experience from the same industry as Novotek. Cooperation with research and development is becoming increasingly important for Novotek.”