AB Industrivärden : Minutes AGM 2021

Reg. no. 556043-4200	Minutes recorded of the Annual General
	Meeting of Aktiebolaget Industrivärden,
	held on April 21, 2021

LEGAL#20754254v4

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

It was resolvedto appoint attorney Sven Unger as chairman to preside over the meeting. It was noted that attorney Jakob Wijkander had been appointed to record the minutes of the meeting.

It was further noted that the Annual General Meeting was carried out in accordance with sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, allowing shareholders to exercise their voting rights at the meeting only by voting in advance, so-called postal voting.

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

A compilation of the result of postal voting for each item on the agenda that falls under postal voting was attached to the minutes, Appendix 3, which states the information specified in section 26 of the abovementioned act (2020:198).

2. Election of persons to check the minute

It was resolvedto appoint Mats Guldbrand (L E Lundbergföretagen) and Stefan Nilsson (Handelsbankens Pensionsstiftelse), along with the chairman of the meeting, to check the minutes of the meeting.

3. Preparation and approval of the voting list

It was resolved to approve the list included in the Appendix 4to serve as the register of voters at the meeting.

4. Approval of the agenda

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

5. 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, 2021, that the notice had been available since March 10, 2021, on the Company's website, and that an advertisement was published in Svenska Dagbladet and Dagens Nyheter on March 15, 2021.

The Annual General Meeting was declaredduly convened.

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6. 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 on whether the guidelines for executive compensation, which have applied since the previous Annual General Meeting, have been followed, and

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

It was noted that the annual report and audit report as well as the consolidated accounts and the audit report for the Group had been presented by the documents being available at the Company's head office and on the Company's website. The auditor's opinion on that the guidelines regarding remuneration for members of the executive management of the Company, adopted on previous Annual General Meetings of the shareholders, had been complied with, had been presented by the opinion being available at the Company's head office and on the Company's website.

It was further noted that the Board of Directors' proposed dividend and motivated statement on the proposed dividend had been presented by the document being available at the Company's head office and on the Company's website.

7. 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.

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 an ordinary dividend of SEK 6.25 per share and an extra dividend of SEK

2.00 per share, corresponding to a total dividend of SEK 8.25 per share, should be distributed to the shareholders, and that the remainder should be carried forward into new account.

It was resolvedto schedule April 23, 2021, 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 Annual General 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.

8. Decision on the number of directors

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

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9. 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 2,120,000 to the Chairman of the Board,
• SEK 1,280,000 to the Vice Chairman (if the Board appoints one),
• SEK 640,000 to each of the other board members who are not employees of the Industrivärden Group, and
• that no fees shall be paid for work on board committees.

10. Election of Board of Directors and the Chairman of the Board

It was noted that the proposed members of the Board of Directors were presented in the notice to the Annual General Meeting and that information on the proposed Board members' assignments in other companies had been presented by being available at the Company's head office and on the Company's website.

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)
Annika Lundius	(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.

11. Decision on the number of auditors

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

12. 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.

13. 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 2022 Annual General Meeting.

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14. Decision regarding approval of the remuneration report

It was noted that the Board of Directors' remuneration report pursuant to section 8 subsection 53 a of the Swedish Companies Act had been presented by being available at the Company's head office and on the Company's website.

It was resolvedto approve the Board of Directors' remuneration report pursuant to section 8 subsection 53 a of the Swedish Companies Act.

15. 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.

16. Decision on amendments to the Articles of Association

It was resolvedto amend the Articles of Association in accordance with the Board's proposal set out in the convening notice to the Annual General Meeting, whereafter the Articles of Association has the wording set forth in Appendix 5.

It was further resolvedto authorize the CEO to make the minor adjustments to the resolution that may prove to be necessary in connection with the registration of the Articles of Association with the Swedish Companies Registration Office.

It was noted that the resolution was passed with the required majority of at least two-thirds of the number of votes and shares represented at the meeting.

	_______________
Minutes checked by:	Minutes recorded by:

Sven Unger

Jakob Wijkander

Mats Guldbrand

Stefan Nilsson

Appendix 1

The information herein was submitted for publication at 10 a.m. (CET) on 10 March 2021.

PRESS RELEASE

Notice of Annual General Meeting 2021

Notice is given to the shareholders of AB Industrivärden (publ), reg. no. 556043-4200, of the Annual General Meeting of shareholders to be held on Wednesday, 21 April 2021.

In light of the corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the Annual General Meeting is to be held only through postal voting in accordance with temporary legislation being in effect in 2021. This means that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the Annual General Meeting in the manner described below.

A speech by the CEO Helena Stjernholm, in which she comments the company's operations, will be published on the company's website, www.industrivarden.net, under the menu Corporate Governance/Annual General Meeting, on 21 April 2021.

Information on the resolutions passed at the Annual General Meeting will be disclosed on 21 April 2021, when the outcome of the postal voting has been confirmed.

Right to attend and notification

A person who wishes to participate in the Annual General Meeting by postal voting must

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 13 April 2021; and
• give notice of participation by casting its postal vote in accordance with the instructions under the heading "Postal voting" below so that the postal voting form is received by Euroclear Sweden AB no later than on Tuesday, 20 April 2021.

In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Annual General Meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Tuesday, 13 April 2021. 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 Thursday, 15 April 2021 will be taken into account in the presentation of 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)