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The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Minutes from the annual general meeting in Enea Aktiebolag, Reg. No. 556209-7146, on 4 May 2023 at 4.30 p.m. in Kista, Stockholm.
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Opening of the annual general meeting
The chairman of the board of directors, Anders Lidbeck, welcomed the sharehold- ers and opened the meeting. - Election of chairman of the annual general meeting
It was resolved to elect the chairman of the board of directors, Anders Lidbeck, as chairman of the meeting in accordance with the proposal of the nomination com- mittee. Lawyer Gustav Johansson from Setterwalls Advokatbyrå AB was ap- pointed to keep the minutes at the meeting.
It was furthermore resolved that guests, primarily shareholders who have their shares trustee registered, shareholders who did not notify the company of their intention to participate in the meeting on time and certain employees, were al- lowed to attend the meeting as audience. - Preparation and approval of the voting list
A list of present shareholders, proxies, advisors and other present persons in ac- cordance with SCHEDULE 1was prepared.
The above mentioned list in accordance with Schedule 1 of present shareholders, proxies, advisors and other present persons was approved as the voting list at the meeting. - Approval of the agenda
The meeting resolved to approve the agenda in accordance with the proposal from the board of directors as set out in the notice to attend the meeting, SCHEDULE 2.
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Election of one or two persons to verify the minutes and count the votes
It was resolved that the minutes shall be approved by one person along with the chairman. Bo Thomaeus, proxy for shareholders represented by SEB, was elected as such person to verify the minutes. - Determination as to whether the annual general meeting has been properly convened
It was noted that the notice to attend the meeting, in accordance with the articles of association and the provisions of the Swedish Companies Act (Sw. aktiebo- lagslagen (2005:551)), had been inserted in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) on 5 April 2023, that the notice to attend the meet- ing had been available at the company's website since 31 March 2023, and that
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the advert regarding the notice to attend the meeting had been inserted in Sven- ska Dagbladet on 5 April 2023.
The meeting was declared properly convened.
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Presentation by the CEO
CEO Jan Häglund gave a speech on the company's operations after which the shareholders were given the opportunity to ask questions with regard to the
CEO's speech. - Presentation of the annual report, the consolidated annual report, the audit report and the consolidated audit report, as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration of senior executives
The annual report, the consolidated annual report, the audit report and the con- solidated audit report for the financial year 2022, as well as the statement by the auditor pursuant to Chapter 8, Section 54 of the Swedish Companies Act on the compliance of the applicable guidelines for remuneration to senior executives were presented.
In connection with the presentation of the accounting documents, Nicklas Kull- berg from Öhrlings PricewaterhouseCoopers AB reported on the work of the au- ditors. - Resolutions regarding
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adoption of the income statement and the balance sheet, the consoli- dated income statement, and the consolidated balance sheet
It was resolved to adopt the income statements and the balance sheets inclu- ded in the above-mentioned annual report and consolidated annual report. - appropriation of the company's profit in accordance with the adopted balance sheet
It was resolved in accordance with the proposal from the board of directors as set out in the report from the board of directors, meaning that no divi- dends are paid and that the available funds of SEK 808,245,672 shall be car- ried forward. - discharge of liability for the members of the board of directors and the
CEO
It was resolved that the members of the board of directors and the CEO should be discharged from liability for the financial year 2022.
It was noted that the members of the board of directors and the CEO did not participate in the resolution regarding their own discharge from liability.
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adoption of the income statement and the balance sheet, the consoli- dated income statement, and the consolidated balance sheet
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Determination of the number of board members and deputy members and the number of auditors and deputy auditors
The chairman of the nomination committee, Per Lindberg, presented the work of the nomination committee and all of the nomination committee's proposals.
It was thereafter resolved in accordance with the proposal from the nomination committee that the board of directors shall be composed of six ordinary board members with no deputy board member elected by the annual general meeting for the period up until the end of the next annual general meeting.
Finally, it was resolved in accordance with the proposal from the nomination committee that one ordinary auditor shall be appointed for the period up until the end of the next annual general meeting. - Determination of the fees to the board members and the fees to the audi- tors
It was resolved in accordance with the proposal from the nomination committee that board remuneration shall be paid with a total of SEK 2,220,000, to be allo- cated with SEK 550,000 to the chairman and with SEK 270,000 to the members elected by the general meeting, and SEK 320,000 to be allocated amongst the members for committee work as follows: SEK 100,000 to the chairman of the au- dit committee and SEK 60,000 to the member, and SEK 50,000 to the chairman of the remuneration committee and SEK 30,000 to the member, and SEK
50,000 to the chairman of the technology committee and SEK 30,000 to the member.
It was furthermore resolved in accordance with the proposal from the nomina- tion committee that the auditor shall receive reasonable compensation as per in- voice. - Election of
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members of the board of directors
The chairman noted that information on the proposed members of the board of directors and their other assignments can be found in the annual report and on the company's website.
It was thereafter resolved in accordance with the proposal from the nomina- tion committee to re-elect Anders Lidbeck, Kjell Duveblad, Jan Frykham- mar, Mats Lindoff, Åsa Schwarz and Charlotta Sund as board members. - chairman of the board
It was resolved in accordance with the proposal from the nomination com- mittee to re-elect Anders Lidbeck as chairman of the board. - auditor
It was resolved in accordance with the proposal from the nomination com- mittee to re-elect Öhrlings PricewaterhouseCoopers AB as auditor. It was
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members of the board of directors
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noted that Öhrlings PricewaterhouseCoopers AB had informed that the authorized public accountant Niklas Kullberg will continue to be appointed as the responsible auditor.
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Resolution on the procedure on appointment of the members of the nomi- nation committee
Per Lindberg presented the proposal from the nomination committee regarding the procedure on appointment of the members of the nomination committee, SCHEDULE 3.
It was thereafter resolved in accordance with the proposal in Schedule 3. - The board's proposal for resolution on approval of remuneration report
The chairman presented the board of directors' remuneration report for the fi- nancial year 2022, SCHEDULE 4.
It was thereafter resolved in accordance with the proposal in Schedule 4. - The board's proposal on authorization for the board to acquire and transfer own ordinary shares
Gustav Johansson presented the proposal from the board of directors regarding proposal on authorization for the board to acquire and transfer own ordinary shares, SCHEDULE 5, and the board's statement pursuant to Chapter 19, Section
22 of the Swedish Companies Act.
It was thereafter resolved in accordance with the proposal in Schedule 5. It was noted that the resolution was unanimous. - The board's proposal on guidelines for remuneration of senior executives
The chairman presented the proposal from the board of directors regarding guidelines for remuneration of senior executives, SCHEDULE 6.
It was thereafter resolved in accordance with the proposal in Schedule 6. - The board's proposal on authorization for the board to issue new ordinary shares to finance further growth and expansion
Gustav Johansson presented the proposal from the board of directors regarding authorization for the board of directors to issue new ordinary shares to finance further growth and expansion, SCHEDULE 7, and the board's statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
It was thereafter resolved in accordance with the proposal in Schedule 7. It was noted that the resolution was unanimous. - The board's proposal for resolution on (A) long-termshare based incentive plan; (B) hedging measures by way of (i) authorization on directed issues of series C shares, (ii) authorization for repurchase of series C shares, and
- resolution on transfer of own ordinary shares; and (C) equity swap ar- rangements with third parties
The board of directors withdrew its proposal regarding implementation of a long- term incentive program why the item lapsed.
19. Closing of the annual general meeting
The chairman of the meeting declared the meeting closed.
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(Signature page follows)
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Enea AB published this content on 08 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2023 08:30:09 UTC.