AB Industrivärden : Minutes of the AGM 2023

This document is a translation of the Swedish original.

Reg. no. 556043-4200	Minutes recorded of the Annual General
	Meeting of Aktiebolaget Industrivärden, held
	on April 17, 2023

1. Opening of the meeting

The meeting was called to order by the Chairman of the Board Fredrik Lundberg.

It was noted that general counsel Jennie Knutsson had been appointed to record the minutes of the meeting.

2. Election of a chairman to preside over the Annual General Meeting

It was resolvedto appoint attorney Patrik Marcelius as Chairman to preside over the meeting.

It was resolvedto approve the attendance of guests in the meeting venue as members of the audience.

It was resolvedto not allow the taking of photographs or the recording of voice or images other than the Company's own photographs and recording.

The summons to attend the meeting and the form used for postal voting was attached to the minutes, Appendix 1 and 2.

3. Preparation and approval of the voting list

It was noted that the shareholders had been able to exercise their voting rights at the meeting by voting in advance, so-called postal voting.

It was resolvedto approve the list included in Appendix 3to serve as the register of voters at the Annual General Meeting.

4. Approval of the agenda

It was resolvedto approve the proposed agenda included in the Annual General Meeting notice.

5. Election of persons to check the minutes

It was resolvedto appoint Claes Boustedt (L E Lundbergföretagen) and Jörgen Wärmlöv (Spiltan Fonder), along with the Chairman of the meeting, to check the minutes of the meeting.

2(5)

6. Decision as to whether the Annual General Meeting has been duly convened

It was noted that the notice of the Annual General Meeting was published in Post- och Inrikes Tidningar (the Official Swedish Gazette) on March 15, 2023, that the notice had been available since March 10, 2023, on the Company's website, and that an advertisement was published in Svenska Dagbladet and Dagens Nyheter on March 15, 2023.

The Annual General Meeting was declaredduly convened.

7. Presentation of:

a. the annual report and audit report, and of the consolidated accounts and audit report for the Group,

b. the auditor's statement whether the guidelines for executive compensation have been followed,

c. the Board's proposed distribution of earnings and statement in support of such proposal.

The Board and CEO's annual report and the consolidated accounts for the 2022 financial year were presented.

The audit report for the Parent Company and the Group for the same time were presented, as well as the auditor's statement in accordance with Chapter 8 Section 54 of the Swedish Companies Act.

The Board's proposed distribution of earnings and statement in support of such proposal were presented.

8. Adress by the Chairman of the Board, CEO, etc.

Fredrik Lundberg reported on the Board's work during the past year. In addition, Helena Stjernholm, the Company's CEO, gave her address to the Annual General Meeting. Chief Auditor Hans Warén thereafter informed about the audit.

The shareholders were then given an opportunity to ask questions, which were answered by Fredrik Lundberg, Helena Stjernholm and Hans Warén.

9. Decisions concerning:

a. adoption of the Income Statement and Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet

It was resolvedto approve the Income Statement and Balance Sheet, and the Consolidated Income Statement and the Consolidated Balance Sheet as included in the presented annual report and consolidated accounts.

3(5)

b. distribution of the Company's earnings as shown in the adopted Balance Sheet and record date for dividend

It was resolvedto adopt the Board of Directors' proposal that the profit presently at hand should be allocated so that a dividend of SEK 7.25 per share should be distributed to the shareholders, and that the remainder should be carried forward into new account.

It was resolvedto schedule April 19, 2023, as the record date for payment of dividends.

c. discharge from liability to the Company of the members of the Board of Directors and the CEO

It was resolvedto grant discharge from liability to the members of the Board of Directors and the CEO for the period of time covered by the annual report presented to the meeting. It was noted that the persons in question, to the extent they were included in the register of voters, did not participate in this resolution in respect of themselves.

10. Decision on the number of directors

The Chairman of the Nominating Committee, Mats Guldbrand, presented the Nominating Committee´s proposals under sections 10-15 of the agenda.

The shareholders were then given an opportunity to ask questions.

It was resolved, in accordance with the Nominating Committee's proposal, that the Board shall consist of eight members without deputies.

11. Decision regarding directors' fees for each of the Company directors

It was resolved, in accordance with the Nominating Committee's proposal, that directors' fees shall be paid, as follows:

• SEK 2,260,000 to the Chairman of the Board,
• SEK 1,370,000 to the Vice Chairman (if the Board appoints one),
• SEK 685,000 to each of the other board members who are not employees of the Group, and
• that no fees shall be paid for work on board committees.

Thorvald Tilman and Christopher Ödmann made reservations against the resolution.

12. Election of directors and the Chairman of the Board

The Chairman of the Annual General Meeting presented the proposed Board members' assignments in other companies.

4(5)

It was resolved, in accordance with the Nominating Committee's proposal, to elect the following directors for a term lasting until the end of the next Annual General Meeting:

Pär Boman	(re-election)
Christian Caspar	(re-election)
Marika Fredriksson	(re-election)
Bengt Kjell	(re-election)
Fredrik Lundberg	(re-election)
Katarina Martinson	(re-election)
Lars Pettersson	(re-election)
Helena Stjernholm	(re-election)

It was resolved, in accordance with the Nominating Committee's proposal, to re-elect Fredrik Lundberg as Chairman of the Board.

13. Decision on the number of auditors

It was resolved, in accordance with the Nominating Committee's proposal, to appoint a chartered accounting firm as the Company's auditor.

14. Decision on the auditor's fees

It was resolved, in accordance with the Nominating Committee's proposal, that the auditor's fees shall be paid in accordance with approved invoice.

15. Election of auditor

It was resolved, in accordance with the Nominating Committee's proposal, to appoint Deloitte AB as the Company's auditor for a term lasting until the end of the 2024 Annual General Meeting.

16. Presentation of the remuneration report for approval

The Board of Directors' remuneration report pursuant to Chapter 8 Section 53 a of the Swedish Companies Act was presented.

It was resolvedto approve the presented remuneration report.

17. Decision on a long-term share savings program

It was resolvedto implement a long-term share savings program in accordance with the Board's proposal as set forth in the convening notice to the Annual General Meeting.

18. Closing of the Annual General Meeting

The Chairman of the Annual General Meeting declared the Annual General Meeting closed.

5(5)

	_______________
Minutes checked by:	Minutes recorded by:
Patrik Marcelius	Jennie Knutsson
Claes Boustedt
Jörgen Wärmlöv