Wästbygg

The entrance to the meeting will open at 14.30 CET, and light refreshments will be served.

Vote at the extraordinary general meeting

Shareholders who wish to exercise their voting rights at the general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date 21 February 2025, or, if the shares are registered in the name of a nominee, request that the shares are registered in the shareholder’s own name for voting purposes in such time that the registration is completed by 25 February 2025, and
• give notice of attendance at the general meeting to the Company in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” no later than on 25 February 2025.

Notice of attendance for participating in person or through a proxy

Those who wish to participate in the general meeting in person or through a proxy shall give notice of attendance to the Company no later than on 25 February 2025 either:

• by e-mail to robin.sundin@wbgr.se; or
• by post to Wästbygg Gruppen AB (publ), Box 912, SE-501 10 Borås (Att. “IR Extrastämma”).

The notice of attendance shall state name, date of birth or corporate identification number, shareholding, address, telephone number and, where relevant, the number of accompanying advisors (not more than two). In addition, the name and personal identification number of any advisor or the name and personal identification number of any deputy must be must be stated.

Those who do not wish to attend the general meeting in person may exercise their voting rights at the general meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity. To facilitate the registration at the general meeting, proxy forms, certificates of registration and other documents of authority should be attached to the notice of attendance. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the meeting through a proxy. A submitted proxy form does not count as a notice of attendance. Template proxy forms are available on the Company’s website, www.wbgr.se.

Proposed agenda

1. Opening of the meeting
2. Election of a chair of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination whether the meeting has been duly convened
7. Resolution on approval of the board of directors’ resolution to issue class A and class B shares with preferential rights for the Company’s shareholders
8. Closing of the meeting

Item 2: Election of a chair of the meeting

The board of directors proposes that the attorney Mikael Borg, or in his absence, the person designated by the board of directors.

Item 7: Resolution on approval of the board of directors’ resolution to issue class A and class B shares with preferential rights for the Company’s shareholders

Background

On 6 February 2025, the Company announced that the board of directors had resolved on a new issue of class A and class B shares with preferential rights for the Company’s shareholders of up to approximately SEK 150 million, subject to subsequent approval by an extraordinary general meeting. For more information, please see the press release regarding the rights issue on the Company’s website, www.wbgr.se.

Proposal

The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors’ resolution on 6 February 2025 to issue class A and class B shares with preferential rights for the Company’s shareholders on the following terms and conditions.

Authorisation for the board to determine terms

The board of directors, or any board member appointed by the board of directors, shall be authorised to, no later than on 27 February 2025, resolve on the highest amount by which the Company’s share capital shall be increased, the highest number of class A and class B shares, respectively, which shall be issued (including the number of subscription rights of series A which each respective class A share entitles to and the number of subscription rights each class B share entitles to), the amount to be paid for each new class A and class B share, and how the amount exceeding the quota value of the shares shall be distributed between the restricted share premium reserve and the non-restricted share premium reserve.

Subscription rights

Each holder of shares who is registered as shareholder of the Company on the record date shall have preferential rights to subscribe for new shares of the same share class pro rata in proportion to the number of shares of the same class previously held by the holder (primary preferential right (Sw. primär företrädesrätt)). The shareholders will receive subscription rights of series A and series B shares, respectively, in proportion to the number of series A and series B shares held on the record date. Class A shares and/or class B shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential right (Sw. subsidiär företrädesrätt)).

Should all new shares not be subscribed for with subscription rights, the board of directors shall resolve on the allotment of shares subscribed for without subscription rights in accordance with the following:

• Firstly, the new shares shall be allotted to those who have subscribed for new shares with subscription rights, regardless if they were shareholders on the record date on 6 March 2025 or not, in proportion to the number of subscription rights each such person exercised for subscription for shares, and where this is not possible, by drawing of lots.
• Secondly, the new shares shall be allotted to others who have applied for subscription without subscription rights and, in case of oversubscription, in proportion to the number of shares that each such person has applied to subscribe for, and where this is not possible, by drawing of lots.
• Thirdly, allotment of shares shall be granted to other who have guaranteed the Rights Issue, pro rata in relation to the guarantee commitments given.

Subscription period and payment

Subscription for new shares by exercise of subscription rights shall be made by payment in cash and is expected to take place during the period 10–24 March 2025.

Subscription for shares without subscription rights shall be made on a separate subscription list and is expected to take place during the period 10–24 March 2025. Payment for shares subscribed for without subscription rights shall be made through payment in cash no later than 27 March 2025.

The board of directors shall have the right to extend the subscription period and postpone the date for payment.

Record date

The record date for determining who shall have preferential rights to subscribe for new shares and thus receive subscription rights shall be 6 March 2025.

Right to dividend

The new shares shall entitle to dividends for the first time on the first record date for dividends that occurs after the registration of the shares with the Swedish Companies Registration Office.

Authorisation to make minor amendments

The board of directors, or any person appointed by the board of directors, shall be authorised to make such minor adjustments of the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Available documents

Documents that shall be made available prior to the extraordinary general meeting in accordance with the Swedish Companies Act will be made available at the Company’s office, Johan Willins Gata 6, SE-416 64 Gothenburg, in accordance with the requirements of the Swedish Companies Act and will be sent to shareholders who so request and who inform the Company of their address. The documents will also be made available on the Company’s website, www.wbgr.se. All documents above will be presented at the extraordinary general meeting.

Shareholders’ right to request information

Shareholders are reminded of their right pursuant to Chapter 7, Section 32 of the Swedish Companies Act to request that the board of directors and CEO provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda.

Processing of personal data

For information on how personal data is processed in connection with the general meeting, see the privacy notices of Euroclear Sweden AB available on their website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Other information

The Company currently has 32,340,165 outstanding shares, of which 620,000 are A‑shares and 31,720,165 are B‑shares, equivalent to a total of 37,920,165 votes (of which A-shares represent 6,200,000 votes and B-shares represent 31,720,165 votes). As of the date of this notice, the Company holds no treasury shares.

* * *
Gothenburg, February 2025
Wästbygg Gruppen AB (publ)
The board of directors

For more information, please contact:
Robin Sundin, COO
Tel: 0725-29 30 04, Email: robin.sundin@wbgr.se

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.