At today's Annual General Meeting (AGM) of Wallenstam AB (publ) on April 28, 2026, resolutions were passed, among other things, on a dividend, directors' fees and cancellation of shares. The AGM also adopted the income statements and balance sheets for 2025 and discharged the Board members and the CEO from liability.
Wallenstam's AGM approved the Board of Director's proposed dividend for the 2025 financial year of SEK 0.55 per share, distributed in two payments of SEK 0.30 per share and SEK 0.25 per share, respectively. The record day for the first payment was set for April 30, 2026, and distribution from Euroclear Sweden AB is expected to take place on May 6, 2026. The record day for the second payment was set for October 28, 2026, and distribution from Euroclear Sweden AB is expected to take place on November 2, 2026.
In accordance with the Nomination Committee's proposal, the AGM re-elected Lars-Åke Bokenberger (Chairman), Karin Mattsson, Agneta Wallenstam, Mikael Söderlund, Rebecka Wallenstam and Karl Engelbrektson as Board members. Ordinary fees to be paid to the Board of Directors were approved of SEK 2,150,000 in total, of which SEK 1,200,000 to the Chairman of the Board, SEK 320,000 to the Vice Chairman and SEK 210,000 to each of the other Board members who are not employed by the company. The sums include compensation for committee work. Furthermore, it was decided that SEK 700,000 will be paid in additional directors' fees to the Chairman of the Board, who will assist the company management during the year. The approved compensation to the Board members thus amounts to SEK 2,850,000 in total.
The AGM resolved to elect KPMG as the company's auditor for the period until the end of the 2027 AGM. KPMG has advised that Mathias Arvidsson will be the chief auditor.
Dick Bergqvist (Chairman), Lars-Åke Bokenberger and Hans Wallenstam were re-elected as members of the Nomination Committee ahead of the 2027 AGM.
The AGM approved the Board's proposal for guidelines for remuneration to senior executives, as well as the Board's remuneration report.
The AGM also resolved to reduce the company's share capital by SEK 6,000,000 for allocation to unrestricted equity. The reduction will be effected through the cancellation of all 24,000,000 Class B shares held by the company on the date of the AGM following previously completed acquisitions.
The AGM also resolved in accordance with the Board's proposal to introduce a cash-settled options scheme, which is related to the market price of Wallenstam's B share as listed on Nasdaq Stockholm, according to the following principal terms and conditions.
Allocation of synthetic options to senior executives shall be prepared by the Remuneration Committee and decided by the Board of Directors. Allocation of synthetic options among the rest of the employees shall be determined by the Board of Directors, or whoever is appointed by the Board of Directors, whereupon the employee's position and area of responsibility shall be considered, among other things.
The total cost of the Options scheme for Wallenstam shall never exceed SEK 320,000,000.
The Board of Directors, or whoever is appointed by the Board of Directors, shall be responsible for the more detailed design and management of the Options scheme within the framework of the guidelines specified and according to the principal terms and conditions. The Board of Directors, or whoever is appointed by the Board of Directors, shall also have the right during the term of the Options scheme to make changes in the Options scheme to the extent deemed necessary or appropriate in view of the existing circumstances, for example in order to comply with legal, administrative or fiscal requirements. However, any adjustments must not mean that the essential terms of the Options scheme change or that the Options scheme becomes significantly more expensive.
Since the options in the Options scheme are synthetic, the Options scheme does not result in any dilution of shareholdings.
Furthermore, the AGM authorized the Board, on one or more occasions until the next AGM, to take decisions regarding the acquisition of as many of its own B shares on Nasdaq Stockholm or another regulated market, such that the company's holding at any one time does not exceed 10 percent of all shares in the company. Such acquisitions shall take place at the best available price for the company. The restrictions on the highest and lowest price arising under applicable stock exchange rules must be observed.
The AGM also authorized the Board until the next AGM, to decide to transfer the company's own shares on Nasdaq Stockholm or another regulated market. The Board may also - with or without preferential rights for shareholders - take decisions regarding the transfer of the company's own shares by other means than through Nasdaq Stockholm or another regulated market. Transfer may take place against cash payment, for valuable consideration in other assets than cash or by offsetting debt through the company's transfer of shares in exchange for a claim against the company. The Board's decision regarding transfer must be executed within the time period determined by the Board. Transfers shall take place at the best available price for the company and may not exceed the number of shares held by the company at the time of transfer. The restrictions on the highest and lowest price arising under applicable stock exchange rules must be observed.