At Wall To Wall Group AB's annual general meeting (the "Company") on 26 May 2026, the following resolutions were passed, among other things.
Adoption of the income statement and balance sheet
The AGM adopted 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 2025.
Dividend
The AGM resolved, in accordance with the Board's proposal, not to pay a dividend for the financial year 2025. The Board of Directors intends to reconsider the issue of dividend for the full year 2025 after the end of the third quarter of 2026 and may then submit a proposal for a dividend for 2025 and convene an Extraordinary General Meeting to decide on this.
Board of Directors
The AGM discharged the members of the Board of Directors and the CEO from liability for the financial year 2025.
The AGM resolved in accordance with the Nomination Committee's proposal to re-elect Anders Böös, Ingrid Bonde, Anders Lönnqvist, Lars Wedenborn and Maria Sidén as members of the Board of Directors, to elect Helena Hed as new Board member and to re-elect Anders Böös as Chairman of the Board.
Remuneration report
The AGM approved the Board's remuneration report.
Remuneration to the Board of Directors
The AGM resolved, in accordance with the Nomination Committee's proposal, that remuneration and other remuneration for Board assignments to Board members who are not employed by the Company shall amount to SEK 500,000 to the Chairman and SEK 250,000 to each of the other members of the Board of Directors. Furthermore, it was resolved that remuneration for the work of the Audit Committee shall amount to SEK 75,000 to the Chairman of the Audit Committee and SEK 50,000 to each of the other members of the Audit Committee.
Auditor
The AGM resolved, in accordance with the Nomination Committee's proposal, to re-elect the accounting firm Öhrlings PricewaterhouseCoopers AB as auditor, with the authorized public accountant Nicklas Kullberg as auditor in charge.
Authorisation to issue shares, etc.
The AGM resolved, in accordance with the Board of Directors' proposal, to, 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 on a new issue of Class A shares and/or an issue of convertibles that can be converted into Class A shares and/or an issue of warrants entitling to subscription of Class A shares. by contribution in kind, 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 shall be to enable payment through own financial instruments in connection with any acquisitions that the Company may make and to enable capital raising 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 can be converted into and the number of shares that can be subscribed for through the exercise of warrants may not exceed ten (10) percent of the Company's share capital at the time of the first exercise of the authorization.
Authorisation to acquire and transfer own shares
The AGM resolved in accordance with the Board of Directors' proposal to, on one or more occasions until the next Annual General Meeting, resolve on the acquisition of own shares. Acquisitions may be made of a maximum number of shares so that the Company's holding of own shares after the acquisition amounts to a maximum of one tenth (1/10) of all shares in the Company.
The shares may be acquired partly through an offer directed to all shareholders and partly through trading on Nasdaq Stockholm. When trading on Nasdaq Stockholm, the price shall not exceed the higher of the prices for the most recent independent trade and the highest current independent bid on Nasdaq Stockholm and shall otherwise be made in accordance with Nasdaq Stockholm's rules for issuers. The main purpose of any acquisitions is for the Company to achieve flexibility regarding equity and thereby be able to optimize the Company's capital structure. Any acquisitions may also enable the Company's own shares to be used as payment for or financing of company acquisitions and to be able to meet commitments and social security contributions within the framework of incentive programs.
Furthermore, the Board of Directors was authorized to, on one or more occasions until the next Annual General Meeting, have the right to decide on the transfer of the Company's own shares held at the time of the Board's transfer decision. The transfer may be made through trading on Nasdaq Stockholm at a price within the registered price interval at any given time and shall otherwise be made in accordance with Nasdaq Stockholm's rules for issuers. Transfer of shares acquired in accordance with the above may also take place outside Nasdaq Stockholm, with or without deviation from the shareholders' preferential rights and with or without provisions on contribution in kind or right of set-off. Transfer of own shares should thus be able to be used as a means of payment in connection with company acquisitions. Such transfer may be made at a price in money or value of property received which, in the case of a company acquisition, corresponds to an estimated market value.
Resolution on LTIP 2026 and transfer of own shares
The AGM resolved in accordance with the Board of Directors' proposal to implement a long-term share program for group management, business area managers and key employees in the Company.
LTIP 2026 is a purely performance-based program aimed at Group Management, business area managers and key employees in the Company, including the CEO, but not at board members of the Company. The program covers up to 20 people and runs from 2026 to April 2029. Performance shares are allotted without the requirement for own investment.
The performance targets relate to the EBITA margin for the financial year 2026 (weight 80 percent) and net working capital in relation to sales in 2026 (weight 20 percent). The measurement period for the performance targets is calendar year 2026 and the outcome will be confirmed at the end of the financial year 2026. The Performance Shares vest in three equal parts: April 2027, April 2028 and April 2029.
The program entails an obligation for the Company to deliver a maximum of 250,000 shares to the participants. Delivery of shares will be made with existing shares in the Company's own ownership. The program corresponds to approximately 1.85 percent of the total number of shares in the Company.
The AGM further resolved, in accordance with the Board of Directors' proposal, that a maximum of 250,000 acquired shares in the Company may be transferred/allotted to the participants who are entitled to receive shares under LTIP 2026, with the right for each participant to receive a maximum of the number of shares that follow from the terms and conditions of the program. Furthermore, subsidiaries of the Company shall be entitled to acquire shares free of charge, whereby such subsidiary shall be obliged, within the framework of the terms and conditions of the program, to immediately transfer the shares to the participants. The participants' right to receive shares can be exercised during the period that the participants are entitled to receive shares under LTIP 2026.
The resolutions can be read in their entirety on the Company's website, www.walltowallgroup.se.
Contacts
Johan Wewel, CFO
+46 735 073 576
johan.wewel@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.
