Truecaller : Minutes from the AGM 2023

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 Truecaller AB (publ), Reg. No. 559278-2774, on 26 May 2023 at 2.00 p.m., at the com- pany's premises at Mäster Sam- uelsgatan 56 in Stockholm.

Opening of the meeting

The board member Annika Poutiainen opened the meeting on behalf of the board and welcomed the shareholders.

Election of chairman of the meeting

It was resolved to elect the board member Annika Poutiainen as chairman of the meeting in accordance with the proposal from the Nomination Committee. The com- pany's Chief Corporate Affairs Officer Ola Espelund was appointed to keep the minutes.

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 allowed to attend the meeting as audience.

Preparation and approval of voting register

A register of present shareholders, proxies and assistants according to Schedule 1was prepared.

The above-mentioned register according to Schedule 1 was approved as voting register of the meeting.

Approval of the agenda

Staffan Ringvall, representing Handelsbanken Fonder, expressed the wish that the election of board members and chairman should take place separately under item 11. The chairman announced that the election of board members and the chairman will take place separately under item 11. The proposed agenda as set out in the notice to attend the meeting, Schedule 2, was presented and approved as the agenda for the meeting.

Election of one or two persons to attest the minutes

It was resolved that the minutes shall be verified by one person alongside the chairman. Johannes Wingborg (representing Länsförsäkringar Fondförvaltning) was elected as such person to verify the minutes.

Determination as to whether the meeting has been duly 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 28 April 2023, that the notice to attend the meeting had been available at the company's website since 26 April 2023, and that the advert regarding the notice to attend the meeting had been inserted in Svenska Dagbladet on 28 April 2023.

The meeting was declared duly convened.

Address by the chief executive officer

CEO Alan Mamedi 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 and the auditor's report and the consolidated annual report and the auditor's report on the consolidated annual re- port.

The annual report, the auditor's report, the consolidated annual report and the consolidated auditor's report, 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 accounts, Theodor Hugosson from Ernst & Young AB presented the audit work.

Resolution:

1. in respect of the adoption of the profit and loss statement and the bal- ance sheet and the consolidated profit and loss statement and the con- solidated balance sheet

It was resolved to adopt the income statement and the balance sheet included in the above-mentioned annual report and consolidated annual report.

1. in respect of the allocation of the company's profits as set forth in the adopted balance sheet

It was resolved to allocate the company's results in accordance with the proposal from the board of directors, meaning that no dividends are paid and that available funds of SEK 11,058,741,328 shall be carried forward.

1. in respect of discharge from liability of the board members and the chief executive officer

It was resolved that the members of the board of directors and the CEO should be discharged from liability for the management during 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.

Determination of the number of board members and the number of auditors and deputy auditors

The chairman of the Nomination Committee, Sven Törnkvist, presented the Nomination Committee's work and all of the Nomination Committee's proposals.

It was resolved in accordance with the proposal from the Nomination Committee that the board of directors shall be composed of six board members for the period up until the end of the next annual general meeting.

It was furthermore resolved in accordance with the proposal from the Nomination Committee that one registered accounting firm shall be appointed as auditor for the period up until the end of the next annual general meeting.

Determination of remuneration for the members of the board of directors and auditors

It was resolved in accordance with the proposal from the Nomination Committee that board remuneration shall be paid with SEK 465,000 to the chairman of the board of directors and with SEK 350,000 to each of the other board members. It was furthermore resolved that remuneration for committee work shall be paid with SEK 235,000 to the chairman of the Audit Committee, with SEK 60,000 to each of the other members of the Audit Committee, with SEK 115,000 to the chairman of the Remuneration Committee, and with SEK 60,000 to each of the other members of the Remuneration Committee. Board remuneration shall not be paid to board members (including the chairman), who are employed by the company.

It was finally resolved in accordance with the proposal from the Nomination Committee that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice.

Election of board and auditor

The chairman noted that information on the proposed members of the board of directors can be found in the annual report and on the company's website.

It was thereafter resolved in accordance with the proposal from the Nomination Committee to re-elect Bing Gordon, Alan Mamedi, Annika Poutiainen, Helena Svancar, Nami Zarringhalam and Shailesh Lakhani as board members.

It was furthermore resolved to elect Nami Zarringhalam as new chairman of the board of directors.

It was finally resolved in accordance with the proposal from the Nomination Committee to re-elect Ernst & Young AB as auditor. It was noted that Ernst & Young AB has informed that the authorized public accountant Jennifer Rock-Ba- ley will continue to be the auditor in charge.

Staffan Ringvall, representing Handelsbanken Fonder, Oscar Bergman, representing Swedbank Robur Fonder, and Ossian Ekdahl, representing Första AP- fonden, stated that they do not consider it to be good corporate governance that the chairman of the board of directors, who has the task of evaluating the CEO, is also the manager of the person concerned within the framework of the management team, and that it would therefore be preferable for the company to have a chairman of the board of directors who is independent of the management team. Johannes Wingborg, representing Länsförsäkringar Fondförvaltning, agreed with these reservations. It was noted that 12,100,000 votes held by Swedbank Robur Fonder, 35,945,937 votes held by Första AP-fonden, 7,425,159 votes held by Länsförsäkringar Fondförvaltning and 15,880,367 votes represented by Han- delsbanken Fonder, corresponding to approximately 11.24 per cent of the number of votes at the meeting, voted against the proposal for the election of the chairman of the board of directors.

Resolution on approval of remuneration report

The chairman presented the board of directors' remuneration report for the financial year 2022 according to Schedule 3.

It was thereafter resolved to approve the remuneration report in accordance with Schedule 3.

Resolution on establishment of principles for the Nomination Committee

The chairman presented the Nomination Committee's proposal regarding principles for the appointment of a Nomination Committee according to Schedule 4.

It was thereafter resolved in accordance with the proposal in Schedule 4.

It was noted that Länsförsäkringar Fondförvaltning expressed the view that the Nomination Committee should consist of representatives of the four largest own- ers, together with the appointed board member, instead of the three largest owners as proposed, to achieve a broader support of the Nomination Committee's proposals among the shareholders.

Resolution on authorization for the board of directors regarding issues

The chairman presented the board of directors' proposal regarding authorization for the board of directors to resolve on issues according to Schedule 5.

It was thereafter resolved in accordance with the proposal in Schedule 5. It was noted that the resolution was supported by shareholders representing more than two-thirds of the votes cast as well as of all shares represented at the meeting.

It was noted that 2,726,502 votes represented by SEB and 4,878 votes represented by Citibank, corresponding to approximately 0.43 per cent of the number of votes at the meeting, voted against or abstained from voting on the proposal.

Resolution on authorization for the board of directors regarding repurchase and transfer of series B shares in the company

The chairman presented the board of directors' proposal regarding authorization for the board of directors regarding repurchase and transfer of series B shares in the company according to Schedule 6as well as the statement from the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

It was thereafter resolved in accordance with the proposal in Schedule 6. It was noted that the resolution was supported by shareholders representing more than two-thirds of the votes cast as well as of all shares represented at the meeting.

Resolution on implementation of employee stock option program, directed issue of warrants and approval of transfer of warrants to fulfil the com- pany's commitments under the employee stock option program

The chairman presented the board of directors' proposal regarding implementation of employee stock option program, directed issue of warrants and approval of transfer of warrants to fulfil the company's commitments under the employee stock option program according to Schedule 7.