An Annual General Meeting was held in Wästbygg Gruppen AB (publ), reg. no 556878-5538 (the “Company”) on May 7, 2024. A summary of the decisions made at the Annual General Meeting follows below. All resolutions have been made with required majority.
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 2023. The Annual General Meeting resolved, in accordance with the Board of Director’s 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 CEO discharge from liability regarding the financial year 2023.
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 673,493,106, be allocated in such a way that no dividend is paid to the shareholders and that SEK 673,493,106 be carried forward.
Election of Board members, chairperson of the Board and re-election of auditor
The Annual General Meeting resolved, in accordance with a counter-proposal from shareholders, that the Board shall consist of four ordinary members elected by the meeting without deputies. The Annual General Meeting resolved, in accordance with a counter-proposal from shareholders, on the re-election of Jörgen Andersson, Lennart Ekelund, Cecilia Marlow and Jakob Mörndal as ordinary members. Cecilia Marlow was re-elected as chairperson of the Board. More information regarding the Board members can be found on the Company’s website, www.group.wastbygg.se.
– I am grateful for the renewed trust shown by the owners. At the same time, I would like to take the opportunity, on behalf of the board and the company, to thank Christina Källenfors and Clas-Göran Lyrhem for their meritorious work over the years, says Cecilia Marlow, Chair of the Board of Wästbygg Group.
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 2025, 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 renumeration 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.
Decision on the establishment of a long-term incentive program for certain employees (LTI 2024)
The Annual General Meeting decided in accordance with the Board’s proposal to establish a long-term incentive program in the form of a performance-based share saving program for the Company’s CEO, other members of the group’s management and other company management, ("LTI 2024").
The LTI 2024 is a variable long-term incentive program that provides senior management and key personnel the opportunity to receive a cash renumeration where the remuneration after taxes shall be used to acquire class B-shares in Wästbygg Gruppen. The overall purpose of the LTI 2024 is to align the interests of the employees and shareholders and thus ensure a maximal long-term creation of value. The LTI 2024 is also intended to create a long-term focus on an increase in earnings, growth and sustainability among the participants. The LTI 2024 is further considered to facilitate the Company's recruitment and retention of employees. It is the Board of Directors’ intention to evaluate the LTI 2024 in the following years with the ambition to propose programs similar to the LTI 2024 to future Annual General Meetings. The Board of Directors intends to present proposals for resolutions on the repurchase and transfer of the Company's own shares required to complete the implementation of the LTI 2024 to the participants to the Annual General Meeting 2025.
The costs for LTI 2024 are based on the LTI 2024 comprising a maximum of 60 participants. In total, the costs for the LTI 2024 for the financial year according to IFRS 2 are estimated to amount to approximately SEK 4,300,000, excluding social security contributions. The costs for social security contributions and pensions are estimated to amount to approximately SEK 1,300,000, based on the presumptions set forth above and an average tax rate for social security contributions of 31.42 percent. The estimated cost of SEK 5,600,000, including social security contributions, amounts to approximately 1 percent of the Company’s total personnel costs for the financial year 2023.
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 2024.
The decisions in their entirety
The decisions in their entirety can be found on the Company's website, www.group.wastbygg.se.
For further information, please contact:
Jonas Jönehall, CEO
Tel.: +46 73 920 19 01
E-mail: jonas.jonehall@wastbygg.se
Robin Sundin, Chief Legal Officer and Head of Investor Relations
Tel.: +46 72 529 30 04
E-Mail: robin.sundin@wastbygg.se
About Wästbygg Gruppen
Wästbygg Gruppen 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 facilities. The group comprises of Wästbygg AB, Rekab Entreprenad AB and Logistic Contractor AB.
The group operates in the most rapidly expanding markets in Sweden, with Logistic Contractor also providing services in Denmark, Norway and Finland. In 2023, the group had sales of SEK 4.8 billion and had 550 employees.
