Catena : Minutes kept at Annual General Meeting 2022

Minutes kept at the annual general meeting of Catena AB (publ), Reg.No 556294-1715, in Stockholm, 28 April 2022

Place and time:World Trade Center, Klarabergsviadukten 70, Stockholm, at 16.00

Present:shareholders and represented shares in accordance with the voting list, Appendix B.

• 1 § Opening of the meeting

  The annual general meeting was opened by the chairman of the board Gustaf Hermelin.

• 2 § Election of chairman for the meeting

  The general meeting resolved to appoint Gustaf Hermelin as chairman of the general meeting, in accordance with the nomination committee's proposal, Appendix A. It was noted that the board had appointed advokat Jonas Gombrii to keep the minutes at the general meeting.

• 3 § Preparation and approval of voting list

  The general meeting resolved to approve the appended voting list prepared by Euroclear Sweden AB on behalf of the company, Appendix B, which includes the number of shares and votes.

• 4 § Approval of the agenda

  The general meeting resolved to approve the board's proposed agenda, which was part of the notice to attend the annual meeting, Appendix C.

• 5 § Selection of one or more persons to attest the minutes

  The general meeting resolved to appoint Johannes Wingborg and Göran Stark to attest the minutes alongside the chairman.

• 6 § Determination of whether the general meeting had been duly convened

  It was noted that notice to attend the general meeting had been published in Post- och Inrikes Tidningar as well on the company's website and that information about the notification had been published in Svenska Dagbladet in connection therewith.

  The general meeting resolved to approve the notification procedures and that the general meeting had been duly convened.

• 7 § Account of the work of the board and its committees

It was noted that the account of the work of the board and its committees, Appendix D, and that of the nomination committee, Appendix A, had been kept available at the company's offices and website, and presented at the general meeting.

• 8 § Presentation by the chief executive officer

  The company's CEO Jörgen Eriksson made a presentation to the general meeting and answered questions from the shareholders.

• 9 § Presentation of the annual report and audit report for 2021, the consolidated accounts, and the audit report for the consolidated accounts for 2021

It was noted that the annual report for 2021, containing the balance sheet and the consolidated balance sheet as of 2021-12-31, income statement and consolidated income statement for fiscal year 2021, together with the auditor's report and the auditor's consolidated report, had been presented by keeping the documents available at the company's offices, website and at the general meeting.

• 10 § Decision on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet

  The general meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.

• 11 § Decisions on distribution of profits at the disposal of the general meeting

  It was noted that the board's proposal and reasoned statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act had been kept available at the company's offices, website and at the general meeting.

  The general meeting resolved to allocate the unappropriated profits in accordance with the board's proposal, Appendix E, meaning that a dividend of SEK 8,00 is to be paid on two occasions of SEK 4,00 per occasion.

  The general meeting resolved that the record dates for receipt of dividend shall be 2 May 2022 and 2 November 2022.

• 12 § Resolution on discharge from liability for board members and the chief executive officer

  The general meeting resolved to discharge the board members and the chief executive officer from liability regarding the fiscal year 2021.

• 13 § Determination of number of board members

  It was noted that the nomination committee's proposal on the number of board members, Appendix A, had been kept available at the company's offices, website and at the general meeting.

  The general meeting resolved in accordance with the nomination committee's proposal that the board of directors shall consist of eight ordinary members with no depute members.

• 14 § Determination of board and auditors' fees

It was noted that the nomination committee's proposal for fees to be paid to the board of directors, Appendix A, had been presented by keeping the documents available at the company's offices, website and at the general meeting.

The general meeting resolved to determine the fees to be paid to the board of directors in accordance with the nomination committee's proposal.

The general meeting resolved to determine the fees to the auditors to be paid, as before, according to customary standards and approved invoicing.

• 15 § Election of board members

  It was noted that the nomination committee's proposal and reasoned opinion regarding the election of board members, Appendix A, has been presented by keeping the documents available at the company's offices, website and at the general meeting.

  The general meeting resolved, in accordance with the nomination committee's proposal that Gustaf Hermelin, Katarina Wallin, Hélène Briggert, Magnus Swärdh, Caesar Åfors, Vesna Jovic, Lennart Mauritzson be re-elected, and that Joost Uwents be newly elected

  • as ordinary board members. It was also resolved that Lennart Mauritzson be newly elected

  • as chairman of the board. It was noted that Gustaf Hermelin had declined to be re-elected

  • as chairman of the board.

• 16 § Election of auditor

  The general meeting resolved, in accordance with the nomination committee's proposal,

  Appendix A, and the audit committee's recommendation, to appoint the registered accounting firm KPMG AB as auditor, with the authorised public accountant Camilla Alm Andersson as the auditor-in-charge.

• 17 § Instructions for the nomination committee

  It was noted that the nomination committee's proposal for principles and instructions for the nomination committee, Appendix G, had been presented by keeping the documents available at the company's offices, website and at the general meeting.

  The general meeting resolved in accordance with the nomination committee's proposal, Appendix G.

• 18 § Adoption of remuneration guidelines

  It was noted that the board's proposal for remuneration guidelines for senior executives, Appendix H and the auditor's opinion in accordance with Chapter 8, Section 54 of the Swedish Companies Act, Appendix I, had been presented by keeping the documents available at the company's offices, website and at the general meeting.

  The general meeting resolved to adopt remuneration guidelines in accordance with the board's proposal, Appendix H.

• 19 § Presentation and approval of remuneration report

It was noted that the board's remuneration report for fiscal year 2021, Appendix J, had been presented by keeping the documents available at the company's offices, website and at the general meeting.

The general meeting resolved to approve the presented remuneration report, Appendix J.

20 § Authorisation for acquisition of own shares

It was noted that the board's proposal to authorise the board to decide on acquisitions of the company's own shares, including the board's reasoned opinion in accordance withChapter 19, Section 22 of the Swedish Companies Act, Appendix K, had been presented by keeping the documents available at the company's offices, website and at the general meeting.

The general meeting resolved in accordance with the board's proposal, Appendix K.

• 21 § Authorisation for disposal of the company's own shares

  It was noted that the board's proposal to authorise the board to decide on disposal of the company's own shares, Appendix L, had been presented by keeping the documents available at the company's offices, website and at the general meeting.

  The general meeting resolved in accordance with the board's proposal, Appendix L.

• 22 § Authorisation for issuance of new shares

  It was noted that the board's proposal to authorise the board to decide on issuance of new shares, Appendix M, had been presented by keeping the documents available at the company's offices, website and at the general meeting.

  The general meeting resolved in accordance with the board's proposal, Appendix M.

• 23 § Other matters

It was noted that no other matters were put forth.

24 § Closing of the general meeting

The annual general meeting was declared closed.

________________

Keeper of minutes:	Attested:
_________________________	_________________________
Jonas Gombrii	Gustaf Hermelin
_________________________
Göran Stark
_________________________
Johannes Wingborg

NOMINATION COMMITTEE'S REPORT, PROPOSALS AND REASONED OPINION IN PREPARATION FOR CATENA AB's (PUBL) 2022 ANNUAL GENERAL MEETING

Background

Catena's Annual General Meeting on the 29 of April 2021 decided to appoint a nomination committee consisting of representatives of the four largest shareholders and the Chairman of the Board. In accordance with the resolution, the names of the members of the nomination committee shall be announced upon the members' appointment. The composition of the nomination committee was announced on 27 October 2021.

The nomination committee consists of: Anders Nelson appointed by Backahill Inter AB, Benjamin Woesthoff appointed by PGGM Investments, Johannes Wingborg appointed by Länsförsäkringar Fondförvaltning AB and Gustaf Hermelin, Chairman of the Board and appointed by SFU Sverige AB. The Chair of the nomination committee is Anders Nelson; however, the Chairman of the Board, Gustaf Hermelin, convenes the committee for meetings.

The four shareholder representatives collectively represented approximately 45.6 percent of the votes in Catena as at 1 October 2021.

The nomination committee has been tasked with presenting proposals to Catena's 2022 Annual General Meeting concerning:

• • Election of a person to chair the meeting of shareholders

• • Election of persons to be members of the Board of Directors

• • Election of the Chairman of the Board

• • Election of the auditor

• • Directors' fees

• • Remuneration to members of the remuneration committee and audit committee

• • Auditor's fees

• • Resolution on the principles for the appointment of members of the nomination committee

The objective of the work of the nomination committee has primarily been to achieve an appropriate composition of members for the Board of Directors, whereby the combined skills, expertise and experience of the members establishes a broad base that is appropriately suited to Catena's business operations, stage of development and other circumstances in general. The intention is that the Board of Directors will be characterised by diversity and breadth in terms of the members' expertise, experience and background. In addition, a gender balance shall be sought.

The work of the nomination committee and its proposals

The nomination committee has met and also had regular contacts in the period leading up to the publication of the notification of the Annual General Meeting. As a basis for its work, the