The share
Rugvista Group AB (publ) shares are listed on Nasdaq First North Premier Growth under the ticker code RUG and ISIN code SE0015659834. The market value on the last trading day of the period (December 30) was MSEK 1,492 valued at the closing price of SEK 71.80 per share. At the end of the reporting period, the number of issued shares totaled 20,785,140, all of which were ordinary shares.
In 2022, the Group issued 300,000 warrants, of which 40,000 were sold to senior executives within the Group. All outstanding warrants under LTIP2022 expired without being exercised during the year, as the exercise price exceeded the share price throughout the entire exercise period.
In 2023, the Group issued 595,000 warrants. Of these, 35,000 were sold to senior executives and other key individuals within the Group. For more detailed information on incentive programs, see "LTIP2022" and "LTIP2023", Note 22 and the company's website www.rugvistagroup.com.
The ten largest shareholders as of December 30, 2025
| Owner | Number of shares | Share of capital | Share of votes |
|---|---|---|---|
| Madhat AB | 3 790 301 | 18.2% | 18.2% |
| Alcur Fonder AB | 2 387 543 | 11.5% | 11.5% |
| Futur Pension Försäkringsaktiebolag | 1 828 041 | 8.8% | 8.8% |
| Indexon AB | 1 490 204 | 7.2% | 7.2% |
| Nordnet Pensionsförsäkring AB | 1 251 849 | 6.0% | 6.0% |
| SIX SIS AG | 1 070 157 | 5.1% | 5.1% |
| Movestic Livförsäkring AB | 1 046 178 | 5.0% | 5.0% |
| BANK JULIUS BAER & CO LTD | 922 894 | 4.4% | 4.4% |
| CBLB / UCITS | 813 026 | 3.9% | 3.9% |
| Försäkringsaktiebolaget Avanza Pension | 597 070 | 2.9% | 2.9% |
| Total for the ten largest shareholders | 15 197 263 | 73.1% | 73.1% |
| Total number of outstanding shares | 20 785 140 | 100,0% | 100,0% |
Source: Euroclear extract as of December 30, 2025.
The ten largest shareholders as of December 30, 2025. A group of shareholders is considered to be an owner if they have been grouped by Euroclear.
Guidelines for remuneration to senior executives
The Annual General Meeting on May 25, 2023, adopted the following guidelines for remuneration to senior executives in Rugvista Group.
These guidelines apply to senior executives in Rugvista Group, which consist of the individuals who from time to time are part of the company's management team. The guidelines shall apply to remuneration agreed upon, and changes made to already agreed-upon remuneration, after the guidelines have become effective according to the Annual General Meeting's decision. The guidelines do not apply to remuneration decided by the Annual General Meeting.
Regarding employment relationships that are subject to other rules than Swedish, necessary adaptations may be made to comply with mandatory rules or established local practice, whereby the overall purpose and objective of these guidelines shall be met as far as possible.
To the extent that a board member performs work for the company in addition to their board assignment, these guidelines shall also apply to any remuneration (e.g. consulting fees) for such work.
The promotion of the company's business strategy, long-term interests, and sustainability.
The company's business vision is to become the hub of the European rug industry. A successful implementation of the company's business strategy and the realization of the company's long-term interests, including its sustainability, requires that the company can recruit and retain qualified employees. The company's people vision is to attract, motivate, and retain extraordinary individuals, which also forms the platform for keeping the company's most important asset, its employees, motivated and happy to be part of the company. For this, it is required that the company can offer competitive remuneration. These guidelines enable senior executives to be offered a competitive total remuneration.
In the company, share-based incentive programs have previously been established based warrants. These programs have been decided by the Annual General Meeting and are therefore not covered by these guidelines. The programs apply to Rugvista Group's management and other key individuals within the Rugvista Group. The programs aim to give participants the opportunity to participate in the long-term value growth for the company's shareholders, which the participants contribute to creating. The outcome of the programs relates to the development of the company's share price on the Nasdaq First North Premier Growth Market, and for participation in the programs, personal investment and multi-year holding period are required. For more information on the programs, see Rugvista Group's website, https://www.rugvistagroup.com/en/. Any future share-based incentive programs will be decided by the Annual General Meeting.
Variable cash remuneration covered by these guidelines shall aim to promote the company's business strategy and long-term interests, including its sustainability.
Forms of remuneration, etc.
Remuneration shall be market-based and may consist of the following components: fixed cash remuneration, variable cash remuneration (bonus), pension benefits, and other benefits. The Annual General Meeting may also decide on, for example, share and share price-related remuneration, independently of these guidelines.
FIXED CASH REMUNERATION
Fixed cash remuneration shall be market-based and determined based on the individual executive's responsibility, authority, competence, and experience.
VARIABLE CASH REMUNERATION
In addition to fixed cash remuneration, variable cash remuneration may be a component of remuneration to senior executives. The decision to have variable remuneration as a component of remuneration shall be made by the board.
Variable cash remuneration under these guidelines shall be linked to one or more predetermined and measurable criteria designed to promote the company's strategy and long-term interests, including sustainability, or the executive's long-term development. Criteria may be financial, non-financial, individual and/or collective, quantitative, and/or qualitative. Variable cash remuneration may amount to a maximum of 50 percent of the fixed annual cash remuneration.
The fulfillment of criteria for payment of variable cash remuneration shall be measurable over a period of one year. When the measurement period for fulfillment of criteria for payment of variable cash remuneration has ended, the board shall evaluate to what extent the criteria have been met.
Variable cash remuneration may be paid after the end of the measurement period or be subject to deferred payment.
EXTRAORDINARY REMUNERATION
Additional cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are temporary and only made on an individual basis either to recruit or retain executives, or as compensation for extraordinary efforts beyond the person's regular duties. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual cash salary and may not be paid more than once per year and per individual. The decision on such remuneration shall be made by the board.
PENSION BENEFITS
Pension benefits, including sickness insurance, for the CEO shall be premium-based and the pension premiums shall amount to a maximum of 30 percent of the CEO's fixed annual cash salary. Other senior executives shall be covered by ITP1 according to the applicable collective agreement, or equivalent pension benefits. For senior executives covered by ITP1, insurance premiums shall be based on the executive's fixed annual cash salary and other pension-qualifying income according to ITP1. ITP1 means that the company pays a premium of 4.5 percent of the executive's pension-qualifying salary up to 7.5 income base amounts and 30 percent of pension-qualifying salary thereafter. In addition, other senior executives may receive additional premium-based pension contributions in the form of a fixed monthly amount, which may amount to a maximum of 6 percent of the applicable fixed monthly cash salary at the time of determination of such pension contributions.
OTHER BENEFITS
Other benefits may include, among other things, life insurance, health insurance, and car benefits. Such benefits may amount to a maximum of 15 percent of the fixed annual cash salary.
REMUNERATION TO BOARD MEMBERS
If a board member performs services for the company in addition to their board assignment, special cash remuneration may be paid (consulting fees) provided that such services contribute to the implementation of the company's business strategy and the realization of the company's long-term interests, including its sustainability. The annual consulting fee shall be market-based and set in relation to the benefit for the company and may, for each board member, never exceed three times the applicable board fee. Remuneration to board members, as well as other terms, shall be decided by the board.
Termination of employment
Upon termination of employment, the notice period may not exceed six months, unless otherwise provided by mandatory law or collective agreement. Fixed cash salary during the notice period and severance pay may not together exceed an amount equivalent to the fixed cash salary for fifteen months. In the event of termination by the employee, the notice period may not exceed six months, without entitlement to severance pay.
In addition, compensation for any undertaking regarding non-compete clauses may be paid. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former employee is not entitled to severance pay. The compensation shall amount to a maximum of 60 per cent of the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions, and shall be paid during the period that the non-compete undertaking applies, which shall be a maximum of twelve months.
Salary and employment terms for employees
In preparing the Board's proposal for these remuneration guidelines, the salary and employment terms for employees in the Rugvista Group have been taken into account by including information on employees' total remuneration, the components of remuneration and the increase in remuneration and the rate of increase over time as part of the Board's decision-making basis when evaluating the reasonableness of the guidelines and the limitations that follow from them.
Decision-making process to determine, reviewing and implementing the guidelines
The Board shall draw up a proposal for new guidelines at least every fourth year and present the proposal for decision at the Annual General Meeting. The guidelines shall apply until new guidelines are adopted by the General Meeting. The Board shall also monitor and evaluate programs for any variable remuneration for senior executives, the application of guidelines for remuneration to senior executives and prevailing remuneration structures and remuneration levels in the company. When the Board deals with and makes decisions on remuneration-related issues, the CEO or other senior executives do not participate, to the extent that they are affected by the issues.
Deviation from the guidelines
The Board may decide to temporarily deviate from the guidelines in whole or in part, if there are special reasons for doing so in an individual case and a deviation is necessary to safeguard the company's long-term interests, including its sustainability, or to ensure the company's financial viability.
The Board decided in 2024 to deviate from the guidelines. The deviation concerned a non-compete clause for the outgoing CEO of 18 months compared to the guidelines' 12 months. The outgoing CEO's in-depth knowledge of and experience in the company's strategies and operations, including supplier contacts, were considered to justify an extended non-compete clause and the deviation was considered necessary in accordance with the guidelines.
The Board's proposal for new guidelines for remuneration to senior executives
The Board of Directors proposes that the revised guidelines for remuneration to senior executives be adopted by the Annual General Meeting as follows. Compared to the previously applicable guidelines, the proposal means that the description of the company's vision has been updated, and some minor editorial changes have been made.
These guidelines apply to senior executives in the Rugvista Group, which consists of the persons who from time to time are part of the company's management team. The guidelines shall apply to remuneration agreed upon, and changes made to already agreed remuneration, after the guidelines have become effective according to the decision of the Annual General Meeting. The guidelines do not apply to remuneration decided by the Annual General Meeting.
Regarding employment relationships subject to rules other than Swedish, necessary adjustments shall be made to comply with mandatory rules or established local practice, whereby the overall purpose and objective of these guidelines shall be met as far as possible.
To the extent that a Board member performs work for the company in addition to the Board assignment, these guidelines shall also apply to any remuneration (e.g. consulting fees) for such work.
Promoting the company's strategy, long-term interests and sustainability
The company's vision is to be "the go-to brand for quality rugs". In working towards the vision, the company is guided by the mission "To help people to a home they love". A successful implementation of the company's strategy and the realization of the company's long-term interests, including its sustainability, requires that the company can recruit and retain qualified employees. For this, it is necessary that the company can offer competitive remuneration. These guidelines enable senior executives to be offered competitive total remuneration.
For information on incentive programs previously decided by the Annual General Meeting and therefore not covered by these guidelines, see Rugvista Group's website, https://www.rugvistagroup.com/en/. Any future share-related incentive programs will be decided by the Annual General Meeting.
Variable cash remuneration covered by these guidelines shall aim to promote the company's business strategy and long-term interests, including its sustainability.
Forms of remuneration, etc.
Remuneration shall be market-based and may consist of the following components: fixed cash remuneration, variable cash remuneration (bonus), pension benefits, and other benefits. The Annual General Meeting may also decide on, for example, share and share price-related remuneration, independently of these guidelines.
Fixed remuneration
Fixed cash remuneration shall be market-based and determined based on the individual executive's responsibility, authority, competence, and experience.
Variable remuneration
In addition to fixed cash remuneration, variable cash remuneration may be a component of remuneration to senior executives. Decisions on whether variable remuneration shall be a component of remuneration shall be made by the Board of Directors.
Variable cash remuneration under these guidelines shall be linked to one or more predetermined and measurable criteria designed to promote the company's strategy and long-term interests, including sustainability, or the executive's long-term development. Criteria may be financial, non-financial, individual and/or collective, quantitative, and/or qualitative. Variable cash remuneration may amount to a maximum of 50 percent of the fixed annual cash remuneration.
Fulfillment of criteria for payment of variable cash remuneration shall be measurable over a period of one year. When the measurement period for fulfillment of criteria for payment of variable cash remuneration has ended, the Board of Directors shall evaluate the extent to which the criteria have been met.
Variable cash remuneration may be paid after the end of the measurement period or be subject to deferred payment.
Extraordinary remuneration
Additional cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are temporary and only made on an individual basis either to recruit or retain executives, or as compensation for extraordinary efforts beyond the person's ordinary duties. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual cash salary and may not be paid more than once per year and per individual. Decisions on such remuneration shall be made by the Board of Directors.
Pension benefits
Pension benefits, including sickness insurance, for the CEO shall be premium-based and pension premiums shall amount to a maximum of 30 percent of the CEO's fixed annual cash salary. Other senior executives shall be covered by ITP1 according to the applicable collective agreement, or equivalent pension benefits. For senior executives covered by ITP1, insurance premiums shall be based on the executive's fixed annual cash salary and other pension-qualifying income according to ITP1. ITP1 means that the company pays a premium of 4.5 percent of the executive's pension-qualifying salary up to 7.5 income base amounts and 30 percent of pension-qualifying salary thereafter. In addition, other senior executives may receive additional premium-based pension contributions in the form of a fixed monthly amount, which may amount to a maximum of 6 percent of the applicable fixed monthly cash salary at the time of determination of such pension contributions.
Other benefits
Other benefits may include, inter alia, life insurance, health insurance, and car benefits. Such benefits may amount to a maximum of 15 percent of the fixed annual cash salary.
Remuneration to Board members
In the event that a Board member performs services for the company in addition to the Board assignment, special cash remuneration may be paid (consulting fees) provided that such services contribute to the implementation of the company's business strategy and the realization of the company's long-term interests, including its sustainability. The annual consulting fee shall be market-based and set in relation to the benefit for the company and may, for each Board member, never exceed three times the applicable Board fee. Remuneration to Board members, as well as other terms, shall be decided by the Board of Directors.
Termination of employment
Upon termination of employment, the notice period may be a maximum of six months, unless otherwise follows from mandatory law or collective agreement. Fixed cash salary during the notice period and severance pay may not exceed an amount corresponding to the fixed cash salary for fifteen months. Upon termination by the executive, the notice period may be a maximum of six months, without entitlement to severance pay.
In addition, compensation for any commitment to non-compete may be paid. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former executive is not entitled to severance pay. The compensation shall amount to a maximum of 60 percent of the fixed cash salary at the time of termination, unless otherwise follows from mandatory collective agreement provisions, and shall be paid during the period that the non-compete commitment applies, which shall be a maximum of twelve months after the end of employment.
Salaries and terms of employment for employees
When preparing the Board's proposal for these remuneration guidelines, salaries and terms of employment for employees in the Rugvista Group have been taken into account by the fact that information on employees' total remuneration, remuneration components, and remuneration increases and increase rates over time have been part of the Board's decision-making basis when evaluating the reasonableness of the guidelines and the limitations that follow from them.
Decision-making process for establishing, reviewing, and implementing 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 are adopted by the Annual General Meeting. The Board of Directors shall also monitor and evaluate programs for variable remuneration for senior executives, the application of guidelines for remuneration to senior executives, and applicable remuneration structures and remuneration levels in the company. When the Board of Directors deals with and decides on remuneration-related issues, the CEO or other senior executives, to the extent that they are affected by the issues, shall not be present.
Deviation from the guidelines
The Board of Directors may decide to temporarily deviate from the guidelines in whole or in part, if there are special reasons for doing so in an individual case and a deviation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial stability.
Description of significant changes to the guidelines and how shareholders' views have been taken into account
The applicable guidelines for remuneration to senior executives were adopted at the Annual General Meeting on May 25, 2023. The guidelines proposed to the Annual General Meeting in 2026 are largely identical to the guidelines decided by the Annual General Meeting on May 25, 2023, except that the description of the company's vision has been updated.
No comments on the remuneration guidelines have been received in connection with the meeting.
Sustainability Report
See separate sustainability report here.
Corporate Governance Report
See separate corporate governance report here.
Dividend
Rugvista Group's goal is to distribute up to 50% of the annual profit to shareholders. The Board proposes a cash dividend of SEK 5.00 (1.25) per share, where SEK 1.50 (1.25) refers to regular dividend and 3.50 (0.00) refers to an extra dividend. The dividend will be paid in one payment, which in total corresponds to MSEK 103.9 (26.0). The proposed date for the right to receive the dividend is May 25, 2026. Provided that the Annual General Meeting approves the dividend proposal, the expected payment date for the dividend is May 28, 2026. See the Board's proposal for profit appropriation.
The company's and the group's income statements and balance sheets will be subject to approval at the Annual General Meeting on May 21, 2026.
Proposal for profit appropriation
The Board proposes that the profit available for the Annual General Meeting:
| profits available for distribution | 358 156 412 |
| and the profit for the year | 53 151 911 |
| Total (SEK) | 411 308 323 |
| to be disposed as follows; | |
| dividend to shareholders 5,00 kronor (SEK) per share | 103 925 700 |
| Carried forward | 307 382 623 |
| Total (SEK) | 411 308 323 |
The company's and the group's income statements and balance sheets for 2025 will be subject to approval at the Annual General Meeting on May 21, 2026.