Bergman & Beving : Minutes 2022 Annual General Meeting

Translation of Swedish original

Corp. Reg. No. 556034-8590Minutes taken at the Annual General Meeting of Shareholders of Bergman & Beving AB (publ) at IVA Conference Centre, Grev Turegatan 16 in Stockholm, on 24 August 2022

§ 1

The Meeting was called to order by Jörgen Wigh who welcomed all participants.

§ 2

Jörgen Wigh was appointed Chairman to oversee the day's proceedings.

Peter Schön was assigned to take the minutes.

§ 3

The attached list of shareholders in attendance and shareholders voting by post was approved as the list of shareholders entitled to vote at the Meeting (Appendix § 3).

§ 4

The Meeting approved the Board of Directors' proposed agenda.

§ 5

Johan Lannebo, representative of Lannebo Fonder, was appointed to approve the minutes of the Meeting, along with the Chairman.

§ 6

The Meeting confirmed that it had been duly convened.

§ 7

President Magnus Söderlind presented the Group's operations, the results for the

2021/2022 financial year and the interim report for the first three months of the 2022/2023 financial year (1 April to 30 June 2022) and responded to questions from participants at the Annual General Meeting.

§ 8

The Annual Report and the Auditors' Report, as well as the Consolidated Accounts and the Auditors' Report on the Consolidated Accounts for the financial year from 1 April 2021 to 31 March 2022 were presented (Appendix § 8).

Chief Auditor Håkan Olsson Reising from KPMG presented the Auditors' Report and gave an account on the year's audit.

Under this item, the Chairman presented the work of the Board of Directors for the 2021/2022 financial year. The Corporate Governance Report on pages 53-57 of the Annual Report shows that the Board held nine meetings at which minutes were taken, in addition to the statutory meeting.

Thereafter, information was presented regarding the Company's Compensation Committee. The Compensation Committee makes decisions regarding the salaries and terms and conditions of senior executives and prepares motions for the terms and conditions for the President for approval by the Board of Directors. During the 2021/2022 financial year, the Compensation Committee held one meeting at which minutes were taken.

The Chairman also presented the work performed by the Audit Committee. The Audit Committee consists of the entire Board of Directors. The Audit Committee held four meetings during the 2021/2022 financial year during which the completed audit was reviewed.

§ 9 a)

The Meeting adopted the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet according to the Annual Report.

§ 9 b)

In accordance with the motion approved by the Board of Directors and the Company's auditors, the Meeting resolved to:

pay a dividend to shareholders of SEK 3.40 per share	MSEK 90
and carry forward to retained earnings	MSEK 945

The Meeting resolved that the record date for the cash dividend shall be 26 August 2022.

§ 9 c)

In accordance with the recommendation of the auditors, the Meeting resolved to discharge the Board of Directors and the President from liability for the administration of the Company for the financial year from 1 April 2021 to

31 March 2022.

§ 10

Under this item, the Nomination Committee's spokesperson Johan Lannebo, representative of Lannebo Fonder, presented the Committee's work pertaining to the evaluation of the composition of the Board of Directors and its work.

§ 11

The Meeting resolved that the Company's Board of Directors shall consist of six regular members.

§ 12

The Meeting resolved to place SEK 2,725,000 at the disposal of the Board of Directors for the compensation of its members. The compensation of the Board of Directors is allocated as follows: SEK 850,000 to the Chairman of the Board and SEK 375,000 to each of the other directors. The Annual General Meeting resolved that the following additional fees will be paid for committee work: Compensation Committee SEK 80,000 to each committee director, and Audit Committee SEK 80,000 to the Chairman.

Directors shall be able to invoice their Board fees through a wholly owned Swedish company or private business if current tax legislation allows for invoicing and provided that the Company will not incur any expense. If a director invoices his/her Board fee through a wholly owned company or private business, the fee shall be augmented by an amount equivalent to the statutory social security contributions and value-added tax.

Audit fees shall be paid in accordance with approved invoices.

§ 13

The following directors were re-elected: Fredrik Börjesson

Charlotte Hansson Henrik Hedelius Malin Nordesjö Niklas Stenberg Jörgen Wigh

Jörgen Wigh was re-elected as Chairman of the Board.

§ 14

The Meeting resolved to re-elect the registered auditing firm of KPMG AB as the Company's auditor for the period ending with the closure of the 2023 Annual General Meeting. KPMG AB announced that Authorised Public Accountant Håkan Olsson Reising will be appointed as Auditor in Charge.

§ 15

The Board of Directors' remuneration report was presented.

The Meeting resolved to approve the Boards' report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act. (Appendix § 15).

§ 16

The Board of Director's motion regarding the authorisation of the Board of Directors to make decisions concerning acquisitions and transfer of own shares were presented.

The Meeting resolved, with the requisite majority, to approve the Board of Directors' proposals regarding this authorisation (Appendix § 16).

§ 17

The Board of Directors' motion regarding the issuance of call options on repurchased shares and the conveyance of repurchased shares to executives was presented.

The Meeting resolved, with the requisite majority, to approve the Board of Directors' motion regarding the issuance of call options on repurchased shares and the conveyance of repurchased shares to executives (Appendix § 17).

§ 18

The Meeting was closed by the Chairman.

Minutes taken by:

Peter Schön

Minutes approved by:

Jörgen Wigh

Johan Lannebo