tbd30

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 2023.

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 17 April 2024 and a distribution by Euroclear Sweden AB on 22 April 2024.

Board of Directors

The general meeting discharged the Directors and the CEO from liability for the financial year 2023.

The general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Ingrid Bonde, Anders Böös, Anders Lönnqvist and Lars Wedenborn and to elect 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.

The resolutions can be read in full on the Company’s website, www.walltowallgroup.se.