AB Industrivärden : Minutes of the AGM 2024

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 11, 2024, in Stockholm

1. Opening of the meeting

The meeting was opened by the Chairman of the Board Fredrik Lundberg.

It was noted that attorney Cecilia Björkwall, 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 at the meeting venue as members of the audience.

It was resolvedto not allow photographing or video or sound recording other than the Company's own photographing and recording.

The notice to attend the Annual General 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 3as voting list 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 Håkan Sandberg (Jan Wallander's and Tom Hedelius's Foundation and others) and Jörgen Wärmlöv (Spiltan Fonder), along with the Chairman of the meeting, to check the minutes of the meeting.

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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 7, 2024, that the notice had been available since March 4, 2024, on the Company's website, and that an advertisement was published in Svenska Dagbladet and Dagens Nyheter on March 7, 2024.

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's and CEO's annual report and the consolidated accounts for the 2023 financial year and the audit report for the Parent Company and the Group for the same period were presented.

The auditor's statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act and the Board of Directors' remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act were presented.

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

8. Reports 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. Auditor in charge Hans Warén thereafter informed about the audit.

The shareholders were then given an opportunity to ask questions, which were answered by Helena Stjernholm.

1. 9. Decisions on:

2. 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 Consolidated Balance Sheet as included in the presented annual report and consolidated accounts.

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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' dividend proposal that the earnings at the disposal of the Annual General Meeting should be allocated so that a dividend of SEK 7.75 per share should be distributed to the shareholders, and that the remainder should be carried forward into new account.

It was resolvedthat April 15, 2024, be 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 covered by the annual report presented to the meeting. It was noted that the individuals in question, to the extent they were included in the voting list, did not participate in this resolution in respect of themselves.

10. Decision on the number of directors

The Chairman of the Nominating Committee, Bo Selling, 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 nine 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 2,350,000 to the Chairman of the Board,
• SEK 1,425,000 to the Vice Chairman (if the Board appoints one),
• SEK 712,000 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.

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.

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)

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Bengt Kjell	(re-election)
Fredrik Lundberg	(re-election)
Katarina Martinson	(re-election)
Fredrik Persson	(new 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 one registered audit 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 2025 Annual General Meeting.

16. Decision on guidelines for compensation of senior executives

It was resolvedto approve the guidelines for compensation of senior executives in accordance with the Board's proposal as set forth in the notice to the Annual General Meeting.

17. Presentation of the remuneration report for approval

The Chairman of the Board Fredrik Lundberg answered questions from the shareholders. It was resolvedto approve the presented remuneration report.

18. 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 notice to the Annual General Meeting.

19. Closing of the Annual General Meeting

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

_______________

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Minutes checked by:	Minutes recorded by:
Patrik Marcelius	Cecilia Björkwall
Håkan Sandberg
Jörgen Wärmlöv

This is a translation of the Swedish original.

Appendix1

The information herein was submitted for publication at 10.00 a.m. (CET) on March 4, 2024.

PRESS RELEASE

Notice of Annual General Meeting 2024

Notice is given to the shareholders of AB Industrivärden (publ), reg. no. 556043-4200, of the Annual General Meeting ("AGM") of shareholders to be held at 2 p.m. CEST on Thursday, April 11, 2024, at Grand Hôtel, Vinterträdgården (entrance at the corner of Stallgatan/Blasieholmsgatan), in Stockholm, Sweden. Registration opens at 1 p.m. CEST.

Shareholders will also have the opportunity to exercise their voting rights in advance of the AGM by so-called postal voting.

Right to attend and notification

Shareholders who wish to participate in the AGM must be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB ("Euroclear") concerning the circumstances on Wednesday, April 3, 2024.

In addition, shareholders must give notice of their participation in the AGM:

1. Shareholders who wish to participate in the AGM at the meeting venue, in person or by proxy, must give notice of their participation to the company no later than on Friday, April 5, 2024, via Euroclear's website https://anmalan.vpc.se/euroclearproxy, or by telephone [phone] on weekdays between 9.00 a.m. and 4 p.m. CET/CEST, or by post to AB Industrivärden (publ), "AGM 2024", c/o Euroclear Sweden AB,
   Box 191, SE-101 23 Stockholm, Sweden. When giving notice of participation, name, personal identification number or corporate registration number, address, telephone number, and, if applicable, the number of attending assistants (no more than two), should be stated.
2. Shareholders who wish to participate in the AGM by postal votingmust give notice of their participation by casting their postal votes in accordance with the instructions under the heading Postal voting below so that the postal votes are received by Euroclear no later than Friday, April 5, 2024.

In order to be entitled to participate in the AGM (in person, by proxy or by postal voting), a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Wednesday, April 3, 2024. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee's routines at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Friday, April 5, 2024 will be taken into account when preparing the share register.

AB Industrivärden (publ)
Box 5403, SE-114 84 Stockholm, Sweden
Tel. [phone]
Internet: www.industrivarden.net
E-mail: [e-mail]	1 (9)

This is a translation of the Swedish original.

Shareholders who wish to participate in the AGM at the meeting venue in person or by proxy must give notice of their participation in accordance with the instructions under A) above. This means that notification of participation by postal vote only is not sufficient for those who wish to participate at the meeting venue in person or by proxy.

Postal voting

A special form must be used for postal voting. The form is available on Industrivärden's website www.industrivarden.net. In the case of postal voting only, no separate notification is required for the AGM. In order to be considered, the completed and signed form must be received by Euroclear no later than Friday, April 5, 2024. The completed and signed form may be sent by post to

AB Industrivärden, "AGM 2024", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to [e-mail]. Shareholders may also cast their votes electronically through verification with BankID via https://anmalan.vpc.se/EuroclearProxy/. Shareholders may not assign special instructions or conditions to the postal vote. If so, the vote (i.e. the postal voting in its entirety) is invalid. Further instructions and conditions are provided in the postal voting form.

If a shareholder has voted by post and thereafter participates in the meeting venue (in person or by proxy) the postal vote is still valid to the extent the shareholder does not participate in a voting procedure at the AGM or otherwise withdraws the postal vote. If the shareholder chooses to participate in a voting at the AGM, the vote cast will replace the previously submitted postal vote with regard to the relevant item in the agenda.

Proxy

Shareholders who are represented by a proxy must issue a written and dated power of attorney for the proxy signed by the shareholder. If the shareholder is a legal entity, a copy of a registration certificate or equivalent authorization documents must also be attached. The power of attorney with registration certificate or equivalent authorization documents (if applicable) should be sent to the address

AB Industrivärden, "AGM 2024", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [e-mail], well in advance of the AGM.

If a postal vote takes place with the support of a power of attorney, the power of attorney with registration certificate or equivalent authorization documents (if applicable) must be attached to the postal voting form and should be sent in accordance with the instructions under the heading Postal voting above.

Proxy forms are available on Industrivärden's website www.industrivarden.net.A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years.

Processing of personal data

For information on Industrivärden's processing of personal data in relation to the AGM 2024, see the privacy notice on the company's website www.industrivarden.net.

AB Industrivärden (publ)
Box 5403, SE-114 84 Stockholm, Sweden
Tel. [phone]
Internet: www.industrivarden.net
E-mail: [e-mail]	2 (9)

This is a translation of the Swedish original.

The Board's proposed agenda

1. Opening of the AGM
2. Election of a Chairman to preside over the AGM
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of persons to check the minutes
6. Decision as to whether the AGM has been duly convened
7. Presentation of:
8. 1. the annual report and audit report, and of the consolidated accounts and audit report for the Group
   2. the auditor's statement on whether the guidelines for executive compensation have been followed
   3. the Board's proposed distribution of earnings and statement in support of such proposal
9. Reports by the Chairman of the Board and by the CEO
10. Decisions on:
11. 1. adoption of the Income Statement and Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet
    2. distribution of the company's earnings as shown in the adopted Balance Sheet and record date for dividend
    3. discharge from liability to the company of the members of the Board of Directors and the
       CEO
12. Decision on the number of members of the Board of Directors
13. Decision regarding directors' fees for each of the members of the Board of Directors
14. Election of Board of Directors and the Chairman of the Board The Nominating Committee's proposal:
15. 1. Pär Boman (re-election)
    2. Christian Caspar (re-election)
    3. Marika Fredriksson (re-election)
    4. Bengt Kjell (re-election)
    5. Fredrik Lundberg (re-election)
    6. Katarina Martinson (re-election)
    7. Fredrik Persson (new election)
    8. Lars Pettersson (re-election)
    9. Helena Stjernholm (re-election)
    10. Fredrik Lundberg as Chairman of the Board (re-election)
16. Decision on the number of auditors
17. Decision on the auditor's fees
18. Election of auditor
19. Decision on guidelines for compensation of senior executives
20. Presentation of the remuneration report for approval
21. Decision on a long-term share savings program
22. Closing of the AGM

The Board's other proposals

Preparation and approval of the voting list

The voting list proposed to be approved is the voting list prepared by Euroclear on behalf of the company, based on the AGM's register of shareholders, postal votes received and shareholders having given notice of participation and being present at the meeting venue.

Dividend and record date

The Board of Directors proposes a dividend of SEK 7.75 per share.

AB Industrivärden (publ)
Box 5403, SE-114 84 Stockholm, Sweden
Tel. [phone]
Internet: www.industrivarden.net
E-mail: [e-mail]	3 (9)

This is a translation of the Swedish original.

Monday, April 15, 2024 has been proposed as the record date for payment of the dividend. Provided that the AGM votes in favor of this proposal, the dividend is expected to be sent out via Euroclear on Thursday, April 18, 2024.

Guidelines for compensation of senior executives

The guidelines apply to Industrivärden's CEO and other senior executives. The guidelines must be applied to compensation that is agreed, and changes that are made to previously agreed compensation, after the guidelines are adopted by the 2024 AGM. Compensation decided by the AGM is not covered by the guidelines.

No substantive changes have been made to the guidelines for compensation to senior executives compared to those most recently adopted by the 2020 AGM, except under the heading Forms of compensation etc., where a simplification has been made in the passage concerning Pension benefits by deleting the regulation of retirement age in respect of the right to receive pension benefits, and the cap on Other benefits has been increased. In addition, certain editorial changes have been made.

The guidelines' promotion of the Company's business mission, long-term interests and sustainability

The company's business mission, goals and strategy are presented on Industrivärden's website www.industrivarden.net.

The successful and sustainable implementation of the company's business mission, goals and strategy to safeguard the Company's long-term interests require the Company to recruit and retain qualified employees. The guidelines support this in that senior executives can be offered a market- based and competitive total compensation in relation to responsibility and authority.

Forms of compensation etc.

Compensation must be market-based and competitive and be related to individual performance as well as the Company's performance. Compensation may consist of the following components: fixed cash salary, short-term variable cash compensation, pension benefits and other benefits.

Short-term variable cash compensation may amount to a maximum of 50 percent of fixed annual cash salary. Compensation must be linked to fulfillment of individual criteria which are determined annually and evaluated based on the executive's effort and performance. Criteria may be financial or non- financial, and consist of individually adapted quantitative or qualitative goals. Criteria must be designed so that they have a clear connection to value creation for the Company and promote the Company's business mission and a sustainable implementation of the Company's long-term interests.

Fulfillment of criteria for payment of short-term variable cash compensation must be measured over a period of one year. The Compensation Committee is responsible for assessing to what extent criteria for payment of short-term variable cash compensation to the CEO have been met. The Board then determines the compensation for the CEO. The CEO is responsible for the assessment of fulfillment of the criteria for short-term variable cash compensation to other senior executives. Short-term variable cash compensation shall not be pensionable.

The Board must have the opportunity, according to law or agreement, with the limitations that may follow therefrom, wholly or partially reclaim variable cash compensation paid on incorrect grounds.

Pension benefits, including health insurance, must be defined contributions, unless the executive has a defined benefit pension according to mandatory collective bargaining provisions. Premiums and other costs due to defined contribution pension benefits are paid to the CEO and other senior executives in a total amount of up to 40 percent of fixed annual cash salary, depending on the senior executive's position.

AB Industrivärden (publ)
Box 5403, SE-114 84 Stockholm, Sweden
Tel. [phone]
Internet: www.industrivarden.net
E-mail: [e-mail]	4 (9)

This is a translation of the Swedish original.

Other benefits may include life insurance, health insurance, car benefit and fitness benefits. Such benefits may amount to no more than ten (10) percent of fixed annual cash salary, depending on the position of the executive.

In addition to the above - and independently of these guidelines - the AGM may decide on share and share price-related compensation. Since 2012, the Company has established long-term incentive programs, as resolved by the AGM. The programs are open to all employees, require employees to buy shares in the Company, and have three-year terms. Results are assessed based on performance targets that relate to the performance of Industrivärden's Class C shares. Current share incentive programs and those that have ended during the year are presented in more detail on Industrivärden's website www.industrivarden.net.

In the event of the termination of employment by the Company, a notice period of no more than two (2) years is applicable. Fixed cash salary during the notice period and severance pay must not exceed a total corresponding to the fixed cash salary for two (2) years. In the event of termination by an executive, the notice period may be a maximum of six (6) months, without the right to severance pay.

Furthermore, compensation related to any non-compete clause may be paid. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former employee is not entitled to severance pay. Compensation may amount to no more than 60 percent of fixed cash salary at the time of notice of termination, unless otherwise stated in mandatory collective agreement provisions, and be paid during the period for which the commitment to restrict competition applies, which may be no more than 12 months after the cessation of employment.

Decision-making process to determine, review and implement the guidelines

The Board has established a Compensation Committee. The Committee's tasks include preparing the Board's decisions on proposed guidelines for compensation to senior executives. The Board must draw up proposals for new guidelines at least every four years and submit these proposals for resolution at the AGM. Guidelines apply until new guidelines are adopted by a general meeting of shareholders. The Compensation Committee must also monitor and evaluate variable compensation programs for Company management, the application of compensation guidelines to senior executives and the Company's current compensation structures and compensation levels.

When preparing the Board's proposal for compensation guidelines, pay and employment conditions for the Company's other employees are taken into account as information on employee's total compensation, compensation components, as well as increase and rate of increase of compensation over time have constituted part of the Compensation Committee's and the Board's decision-making basis when evaluating the fairness of the guidelines and the limitations that follows from these.

The members of the Compensation Committee are independent of the Company and Company management. When the Board reviews and decides on compensation-related matters, the CEO or others in the Company's management are not present, insofar as they are affected by such matters.

Departing from the guidelines

The Board may decide to temporarily depart from the guidelines in whole or in part if, in an individual case, there are special reasons for this and a departure is necessary to satisfy the Company's long- term interests or to ensure the Company's financial viability. The Compensation Committee's responsibilities include preparing the Board's decisions on compensation matters, which includes decisions on deviations from the guidelines.

AB Industrivärden (publ)
Box 5403, SE-114 84 Stockholm, Sweden
Tel. [phone]
Internet: www.industrivarden.net
E-mail: [e-mail]	5 (9)