The resolutions passed at Wall To Wall Group AB's (the "Company") Annual General Meeting on April 29, 2025, included the following.
Approval of the income statement and balance sheet
The general meeting approved the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet in the annual report for the financial year 2024.
Dividend
The general meeting resolved, in accordance with the Board of Directors proposal, for a dividend of SEK 1.00 per share with the record date of 2 May 2025 and a distribution by Euroclear Sweden AB on 7 May 2025.
Board of Directors
The general meeting discharged the Directors and the CEO from liability for the financial year 2024.
The general meeting resolved, in accordance with the nomination committee's proposal, to re-elect Anders Böös, Ingrid Bonde, Anders Lönnqvist, Lars Wedenborn and Maria Sidén as new Directors and to elect Anders Böös as Chair of the Board of Directors.
Remuneration report
The general meeting approved the Board of Directors remuneration report.
Directors' remuneration
The general meeting resolved, in accordance with the nomination committee's proposal, that fees and other remuneration for the board assignments to Directors elected by the general meeting and not employed by the Company shall be payable with SEK 500,000 to the Chair of the Board of Directors and with SEK 250,000 each to the other Directors.
Auditor
The general meeting resolved, in accordance with the nomination committee's proposal, to re-elect the audition company Öhrlings PricewaterhouseCoopers AB as auditor, with the authorised public accountant Nicklas Kullberg as auditor in charge.
Resolution on authorisation for the Board of Directors to issue shares etc.
The general meeting resolved to, in accordance with the Board of Directors proposal, during the period until the next Annual General Meeting, authorize the Board of Directors to, on one or more occasions, with or without deviation from the shareholders' preferential rights, resolve to issue new shares of Class A and/or issue convertibles convertible into Class A shares and/or issue warrants entitling to subscription of Class A shares. by non-cash consideration, by set-off and/or on other terms.
If the Board of Directors resolves to issue shares with deviation from the shareholders' preferential rights, the reason for this shall be to enable payment through own financial instruments in connection with any acquisitions that the Company may make and to enable capital to be raised in connection with and for the purpose of financing such acquisitions. The number of shares that may be issued, the number of shares that convertibles may be converted into and the number of shares that may be subscribed for through the exercise of warrants may not exceed ten (10) per cent of the Company's share capital at the time of the first exercise of the authorisation.
Resolution on authorisation for Board of Directors to repurchase and transfer the Company's own shares
The general meeting resolved to, in accordance with the Board of Directors proposal, authorize the board to, until the next Annual General Meeting, on one or several occasions, acquire its own shares. Purchases may be made up to a maximum number of shares that the Company's holding of own shares corresponds to no more than one tenth (1/10) of all shares in the Company.
The shares may be acquired through offers to all shareholders or through trading on the Nasdaq Stockholm. If purchased on the Nasdaq Stockholm the price will correspond to the market price at the time of the acquisition with a deviation that does not exceed the registered price interval on each occasion. The main reason for possible purchases is to give the Company flexibility regarding its equity and thereby optimize the capital structure of the Company. Possible purchases may also enable own shares to be used as payment for, or financing of, acquisitions of companies and to be able to fulfil undertakings in accordance with future incentive programmes.
The general meeting also resolved to authorize the board to, on one or several occasions, until the next Annual General Meeting, transfer its own shares owned by the Company at the time of the Board of Directors' decision. The shares may be acquired through trading on the Nasdaq Stockholm at the registered price interval on each occasion. The transfer of shares acquired according to the above may take place outside of Nasdaq Stockholm with or without deviating from shareholders' preferential rights and with or without provisions of contribution or set-offs. The transfer of shares may in other words be used as payment in connection with acquisitions. This transfer may be for a price in money or the value of received asset which, for acquisitions, corresponds to the market price at the time of the transfer.
Resolution on LTIP 2025 and on transfer of own shares
The general meeting resolved to, in accordance with the Board of Directors proposal, to establish a long-term share programme for senior executives and certain other employees of the Company.
LTIP 2025 is a programme aimed at senior executives and certain other employees of the Company, including the CEO, but not members of the Board of Directors of the Company. The programme covers up to 25 individuals, is three years long and runs from 1 May 2025 until 30 April 2028.
Each participant will be allotted an individually determined number of performance shares in the Company. The allotment of performance shares will be distributed among the participants, and the Board of Directors is authorised to decide on changes to the number of employees per category and the allotment between them.
The performance shares are conditional upon the Company's share price during the period 1 May 2025 up to and including 30 April 2026 outperforming the Carnegie Small Cap Index by at least five per cent. To ensure a fair comparison, (i) the volume weighted average price of the Company's share will be compared to (ii) the average closing value of the Carnegie Small Cap Index during the period 16 to 30 April 2025. At the end of the measurement period, (i) the volume weighted average price of the Company's share will be compared to (ii) the average closing value of the Carnegie Small Cap Index during the period 16 to 30 April 2026.
The programme entails an obligation for the Company to deliver a maximum of 250,000 shares to participants.
The number of performance shares each participant may receive may be subject to recalculation in accordance with the terms of the programme as a result of bonus issue, split, rights issue and similar measures.
The general meeting further resolved to, in accordance with the Board of Directors proposal, that a maximum of 250,000 acquired shares in the Company may be transferred/allocated to the participants who are entitled to receive shares under LTIP 2025, with the right for each participant to receive a maximum number of shares in accordance with the terms of the programme. Furthermore, subsidiaries of the Company shall be entitled to acquire shares free of charge, whereby such subsidiary shall, within the terms of the programme, be obliged to immediately transfer the shares to the participants. The participants' right to receive shares can be exercised during the time that the participants are entitled to receive shares under LTIP 2025.
Resolution on reduction of the share capital by cancellation of repurchased shares and resolution on increase of the share capital through a bonus issue
The general meeting resolved that, in accordance with the Board of Directors proposal, the Company's share capital shall be reduced by not more than SEK 50,000 for allocation to equity. The reduction shall be carried out by cancellation of not more than 200,000 of the Company's own Class A shares held by the Company, for allocation to unrestricted equity. The Board of Directors was authorised to notify the number of shares for cancellation that the Board of Directors finds appropriate, taking into account the need for hedging measures for LTIP 2025. In order to achieve a time-efficient redemption procedure, the General Meeting further resolved that the Company's share capital shall be increased by SEK 50,000.00 by transfer of SEK 50,000.00 from non-restricted equity according to the most recently adopted balance sheet. The bonus issue shall be carried out without any new shares being issued.
The resolutions can be read in full on the Company's website, www.walltowallgroup.se.
Contacts
André Strömgren, CEO & CFO
+46 708 410 796
andre.stromgren@walltowallgroup.com
About Wall to Wall Group AB
Wall to Wall Group is primairly active within property related pipe flushing and relining. Wall to Wall's customers mainly consist of commercial property managers and housing cooperatives. Wall to Wall Group has a clear growth strategy with a focus on both acquisitions and organic growth, including through greenfieldings in new locations. The head office is located in Stockholm.
