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Announcement from the Annual General Meeting in Wästbygg Gruppen AB (publ), held on May 6, 2025
An Annual General Meeting was held in Wästbygg Gruppen AB (publ), reg. no 556878-5538 (the “Company”) on May 6, 2025. A summary of the decisions made at the Annual General Meeting follows below. All resolutions have been made with required majority and in accordance with the proposals presented to the meeting.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and discharge from liability
The Annual General Meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet regarding the financial year 2024. The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to approve the remuneration report presented at the meeting. The Annual General Meeting further resolved to grant each member of the Board and the former CEO discharge from liability regarding the financial year 2024.
Resolution regarding disposition of the Company’s profits
The Annual General Meeting decided that the funds at the disposal of the Annual General Meeting, amounting to SEK 1,227,218,427, be allocated in such a way that no dividend is paid to the shareholders and that SEK 1,227,218,427 be carried forward.
Election of Board members, chairperson of the Board and re-election of auditor
The Annual General Meeting resolved that the Board shall consist of five ordinary members elected by the meeting without deputies. The Annual General Meeting resolved on the re-election of Jörgen Andersson, Lennart Ekelund and Jakob Mörndal and the election of Andreas von Hedenberg and Amanda Tevell as ordinary members. More information regarding the Board members can be found on the Company’s website, www.wbgr.se.
Andreas von Hedenberg was elected as chairperson of the Board.
The Annual General Meeting resolved that the Company shall have one auditor with no deputy auditor. The Annual General Meeting resolved to re-elect the registered accounting firm Grant Thornton Sweden AB as the Company’s auditor until the end of the Annual General Meeting in 2026, with the certified auditor Lars Kjellgren as auditor in charge.
Decision on remuneration for Board members and the auditor
The Annual General Meeting decided that remuneration of SEK 600,000 shall be paid to the chairperson of the Board and SEK 300,000 to each of the other members of the Board elected by the meeting. Furthermore, it was decided that remuneration of SEK 75,000 shall be paid to each member of the investment committee.
The Annual General Meeting further decided that remuneration to the Company’s auditor shall be paid in accordance with an approved invoice.
Establishment of guidelines for the nomination committee's appointment and instructions for the nomination committee
The Annual General Meeting decided to adopt new guidelines for the appointment of members of the nomination committee and instructions for the committee to be valid until the meeting resolves otherwise. Compared to the previously applicable guidelines for the appointment of members of the nomination committee and instructions for the committee, the chairperson of the Board of Directors will no longer be a member of the nomination committee but can be co-opted into meetings when necessary.
Resolution on guidelines for remuneration to senior executives
The Annual General Meeting resolved to adopt guidelines for remuneration and other terms of employment for senior executives, which shall apply until the 2029 Annual General Meeting, unless otherwise decided by the meeting before that. The guidelines also apply to board members to the extent that they receive remuneration for services performed for the company or subsidiaries outside the board assignment.
Resolution on authorization for the Board of Directors to resolve on acquisition and sale of own class B-shares
The Annual General Meeting resolved to authorise the Board of Directors to, on one or more occasions, during the time until the next Annual General Meeting, decide on:
a) acquisition of own class B-shares on Nasdaq Stockholm (the ‘’Exchange’’) at a price per share that lies within the registered share price range from time to time or, in the event the Board of Directors assigns an exchange member to accumulate a specific amount of the Company's shares in its own holding for a certain period of time, at a price per share within the price range applicable from time to time or the corresponding volume‐weighted average share price. In total, acquisitions may be made of a maximum of so many shares that the Company's holding after the acquisition does not exceed 10 percent of the outstanding shares in the Company. The purpose of the authorisation is to give the Board of Directors greater freedom of action and the ability to continuously adapt the Company's capital structure and thereby contribute to increased shareholder value while also enabling the Board of Directors to exploit attractive acquisition opportunities by fully or partially financing acquisition of companies, businesses or assets with own shares and to manage the Company’s LTI programme in effect from time to time.
(b) transfer of the Company's own class B-shares on the Exchange and/or in any other way, with or without deviation from the shareholders' preferential rights and with or without provision for non-cash payment, set-off of claims against the Company or otherwise with conditions. Transfers of class B-shares on the Exchange may only take place at a price per share that lies within the registered price range from time to time and, if the transfer takes place in another way, at a price in cash or value of property received that corresponds to the stock market price at the time of the transfer of the class B-shares being transferred, with the deviation deemed appropriate by the Board of Directors. The purpose is to give the Board of Directors greater freedom of action and the ability to continuously adapt the Company's capital structure and thereby contribute to increased shareholder value while also enabling the Board of Directors to exploit attractive acquisition opportunities by fully or partially financing acquisition of companies, businesses or assets with own shares.
Resolution on authorization for the Board to decide on a new share issue
The Annual General Meeting resolved to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve on a new issue of class B-shares and/or issue of warrants and/or issue of convertibles with or without deviation from the shareholders' preferential rights and with or without provisions on non-cash payment, set-off of claim against the Company or otherwise with conditions. The purpose is to give the Board of Directors flexibility in the work of financing and enabling an accelerated expansion and development of the group, its market and products, for example through acquisitions of companies, businesses or assets where payment is to be made in whole or in part with newly issued shares and/or to enable the Board of Directors to quickly raise capital for such acquisitions.
The number of class B-shares issued may amount to a maximum of 3,234,016 shares, which corresponds to a dilution of approximately ten percent of all shares in the Company as of the date of the notice for convening the Annual General Meeting 2025.
The decisions in their entirety
The decisions in their entirety can be found on the Company's website, www.wbgr.se.
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For more information, please contact:
Patrik Mellgren, acting CEO, Wästbygg Gruppen AB
Tel.: +46 72 856 22 00, e-mail: patrik.mellgren@wbgr.se
Robin Sundin, COO
Tel.: +46 72 529 30 04, e-mail: robin.sundin@wbgr.se
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About Wästbygg Group:
The Wästbygg Group is a listed construction and project development company that builds and develops residential, commercial buildings and community service properties, as well as logistics and industrial. The group comprises Wästbygg AB, Rekab Entreprenad AB and Logistic Contractor AB.
The group operates in the most expanding markets in Sweden and within Logistic Contractor also in the neighboring Nordic countries. In 2024, the group had sales of SEK 4.3 billion and 500 employees.