Enea : Minutes from Annual General Meeting 2024

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

MINUTES FROM THE ANNUAL

GENERAL MEETING IN ENEA

AKTIEBOLAG, REG. NO. 556209-7146,

ON 7 MAY 2024 AT 5.30 P.M. IN

KISTA.

1. OPENING OF THE ANNUAL GENERAL MEETING
   The chairman of the board of directors, Kjell Duveblad, welcomed the shareholders and opened the meeting.
2. ELECTION OF CHAIRMAN OF THE ANNUAL GENERAL MEETING
   It was resolved to elect the chairman of the board of directors, Kjell Duveblad, as chairman of the meeting in accordance with the proposal of the nomination committee. Lawyer Gustav Johansson from Setterwalls Advokatbyrå AB was appointed to keep the minutes at the meeting.
   It was furthermore resolved that guests, primarily shareholders who have their shares trustee registered, shareholders who did not notify the company of their intention to participate in the meeting on time and certain employees, were allowed to attend the meeting as audience.
3. PREPARATION AND APPROVAL OF THE VOTING LIST
   A list of present shareholders, proxies, advisors and other present persons in accordance with Schedule 1was prepared.
   The above-mentioned list in accordance with Schedule 1 was approved as the voting list at the meeting.
4. APPROVAL OF THE AGENDA
   The meeting resolved to approve the agenda in accordance with the proposal from the board of directors as set out in the notice to attend the meeting, Schedule 2.
5. ELECTION OF ONE OR TWO PERSONS TO VERIFY THE MINUTES AND COUNT THE VOTES
   It was resolved that the minutes shall be approved by one person along with the chairman. Patricia Jonsell, proxy for shareholders represented by SEB, was elected as such person to verify the minutes.
6. DETERMINATION AS TO WHETHER THE ANNUAL GENERAL MEETING HAS BEEN PROPERLY CONVENED
   It was noted that the notice to attend the meeting, in accordance with the articles of association and the provisions of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), had been inserted in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) on 4 April 2024, that the notice to attend the meeting had been available at the company's website since 26 March 2024, and that the advert regarding the notice to attend the meeting had been inserted in Svenska Dagbladet on 4 April 2024.
   The meeting was declared properly convened.

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1. PRESENTATION BY THE CEO
   Acting CEO Anders Lidbeck gave a speech on the company's operations after which the shareholders were given the opportunity to ask questions with regard to the CEO's speech.
2. PRESENTATION OF THE ANNUAL REPORT, THE CONSOLIDATED ANNUAL REPORT, THE AUDIT REPORT AND THE CONSOLIDATED AUDIT REPORT, AS WELL AS THE STATEMENT BY THE AUDITOR ON THE COMPLIANCE OF THE APPLICABLE GUIDELINES FOR REMUNERATION OF SENIOR EXECUTIVES
   The annual report, the consolidated annual report, the audit report and the consolidated audit report for the financial year 2023, as well as the statement by the auditor pursuant to Chapter 8, Section 54 of the Swedish Companies Act on the compliance of the applicable guidelines for remuneration to senior executives were presented.
   In connection with the presentation of the accounting documents, Nicklas Kullberg from Öhrlings PricewaterhouseCoopers AB reported on the work of the auditors.
3. RESOLUTIONS REGARDING

1. ADOPTION OF THE INCOME STATEMENT AND THE BALANCE SHEET, THE CONSOLIDATED INCOME STATEMENT, AND THE CONSOLIDATED BALANCE SHEET

It was resolved to adopt the income statements and the balance sheets included in the above- mentioned annual report and consolidated annual report.

1. APPROPRIATION OF THE COMPANY'S PROFIT IN ACCORDANCE WITH THE ADOPTED
   BALANCE SHEET

It was resolved in accordance with the proposal from the board of directors as set out in the report from the board of directors, meaning that no dividends are paid and that the available funds of SEK 770,483,037 shall be carried forward.

1. DISCHARGE OF LIABILITY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO

It was resolved that the members of the board of directors and the CEO should be discharged from liability for the financial year 2023.

It was noted that the members of the board of directors and the CEO did not participate in the resolution regarding their own discharge from liability.

10. DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND DEPUTY MEMBERS AND THE NUMBER OF AUDITORS AND DEPUTY AUDITORS

The chairman of the nomination committee, Per Lindberg, presented the work of the nomination committee and all of the nomination committee's proposals.

It was thereafter resolved in accordance with the proposal from the nomination committee that the board of directors shall be composed of seven ordinary board members with no deputy board member elected by the annual general meeting for the period up until the end of the next annual general meeting.

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Finally, it was resolved in accordance with the proposal from the nomination committee that one ordinary auditor shall be appointed for the period up until the end of the next annual general meeting.

1. DETERMINATION OF THE FEES TO THE BOARD MEMBERS AND THE FEES TO THE AUDITORS
   It was resolved in accordance with the proposal from the nomination committee that board remuneration shall be paid with a total of SEK 2,220,000, to be allocated with SEK 550,000 to the chairman and with SEK 270,000 to the members elected by the general meeting, and SEK 320,000 to be allocated amongst the members for committee work as follows: SEK 100,000 to the chairman of the audit committee and SEK 60,000 to the member, and SEK 50,000 to the chairman of the remuneration committee and SEK 30,000 to the member, and SEK 50,000 to the chairman of the technology committee and SEK 30,000 to the member.
   It was furthermore resolved in accordance with the proposal from the nomination committee that the auditor shall receive reasonable compensation as per invoice.
2. ELECTION OF

A) MEMBERS OF THE BOARD OF DIRECTORS

The chairman noted that information on the proposed members of the board of directors and their other assignments can be found in the annual report and on the company's website.

It was thereafter resolved in accordance with the proposal from the nomination committee to reelect Kjell Duveblad, Mats Lindoff, Åsa Schwarz and Charlotta Sund as board members, and elect Anne Gynnerstedt, Magnus Örnberg and Thibaut Bechetoille as new board members. Anders Lidbeck had declined re-election.

B) CHAIRMAN OF THE BOARD

It was resolved in accordance with the proposal from the nomination committee to re-elect Kjell Duveblad as chairman of the board.

1. AUDITOR

It was resolved in accordance with the proposal from the nomination committee to re-elect Öhrlings PricewaterhouseCoopers AB as auditor. It was noted that Öhrlings PricewaterhouseCoopers AB had informed that the authorized public accountant Nicklas Kullberg will continue to be appointed as the responsible auditor.

1. RESOLUTION ON THE PROCEDURE ON APPOINTMENT OF THE MEMBERS OF THE NOMINATION COMMITTEE
   Per Lindberg presented the proposal from the nomination committee regarding the procedure on appointment of the members of the nomination committee, Schedule 3.
   It was thereafter resolved in accordance with the proposal in Schedule 3.
2. THE BOARD'S PROPOSAL FOR RESOLUTION ON APPROVAL OF REMUNERATION REPORT
   The chairman presented the board of directors' remuneration report for the financial year 2023, Schedule 4.
   It was thereafter resolved in accordance with the proposal in Schedule 4.

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1. THE BOARD'S PROPOSAL ON AUTHORIZATION FOR THE BOARD TO ACQUIRE AND TRANSFER OWN ORDINARY SHARES
   Gustav Johansson presented the proposal from the board of directors regarding proposal on authorization for the board to acquire and transfer own ordinary shares, Schedule 5, and the board's statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
   It was thereafter resolved in accordance with the proposal in Schedule 5. It was noted that the resolution was supported by shareholders representing more than two thirds of the votes cast as well as of all shares represented at the meeting.
2. THE BOARD'S PROPOSAL ON AUTHORIZATION FOR THE BOARD TO ISSUE NEW ORDINARY SHARES TO FINANCE FURTHER GROWTH AND EXPANSION
   Gustav Johansson presented the proposal from the board of directors regarding authorization for the board of directors to issue new ordinary shares to finance further growth and expansion, Schedule 6, and the board's statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
   It was thereafter resolved in accordance with the proposal in Schedule 6. It was noted that the resolution was unanimous.
3. RESOLUTION ON (A) REDUCTION OF THE SHARE CAPITAL BY WAY OF CANCELLATION OF OWN SHARES AND (B) INCREASE OF THE SHARE CAPITAL BY WAY OF A BONUS ISSUE
   Gustav Johansson presented the proposal from the board of directors regarding resolution on (A) reduction of the share capital by way of cancellation of own shares and (B) increase of the share capital by way of a bonus issue, Schedule 7
   It was thereafter resolved in accordance with the proposal in Schedule 7. It was noted that the resolution was unanimous.
4. RESOLUTION ON (A) LONG-TERMSHARE-BASED INCENTIVE PROGRAM BASED ON CALL OPTIONS; AND (B) RESOLUTION ON TRANSFER OF OWN ORDINARY SHARES
   Gustav Johansson presented the proposal from the board of directors regarding resolution on (A) long-termshare-based incentive program based on call options; and (B) resolution on transfer of own ordinary shares, Schedule 8.
   It was thereafter resolved in accordance with the proposal in Schedule 8. It was noted that the resolution was supported by shareholders representing more than two thirds of the votes cast as well as of all shares represented at the meeting.
5. CLOSING OF THE ANNUAL GENERAL MEETING

The chairman of the meeting declared the meeting closed.

____________________

(Signature page follows)

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In fidem:

Confirmed by:

Gustav Johansson	Kjell Duveblad
	(Chairman)

Patricia Jonsell

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Schedule 1

Schedule 2

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Stockholm, Sweden

March 26, 2024

Notice of Annual General Meeting in Enea Aktiebolag

The shareholders in Enea Aktiebolag, Reg. No. 556209-7146, are hereby invited to attend the Annual General Meeting to be held on Tuesday May 7, 2024, at 5.30 p.m. at Kista Science Tower, Färögatan 33 in Kista, Stockholm.

Notice of attendance

Shareholders who wish to attend the Annual General Meeting must be recorded as shareholder in the share register maintained by Euroclear Sweden AB as of Friday April 26, 2024 and notify attendance to the company no later than Tuesday April 30, 2024, preferably before 5 p.m. Notice of attendance can be given by post to Enea Aktiebolag, P.O. Box 1033, 164 21 Kista, Sweden, by telephone [phone] or by e-mail to [e-mail]. Notice of attendance shall contain name, personal or corporate identification number, number of represented shares, address, telephone number and assistant, if any (not more than 2).

Shareholders intending to participate by proxy must issue a written, signed and dated Power of Attorney. The validity term of the Power of Attorney may not be more than one year, unless a longer validity term is specifically stated in the Power of Attorney (however at the longest five years). The Power of Attorney and other authorization documents should preferably be sent to the company well in advance on the address above. If the Power of Attorney is issued by a legal entity, an up-to-date certificate of registration or equivalent document for the legal entity must be attached. Power of Attorney forms are available on the company's website, www.enea.comand will also be sent to shareholders who so request and state their address.

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the Annual General Meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Tuesday April 30, 2024, which means that shareholders who want such voting rights registration must notify their trustee of their request well in advance before this date.

Proposed agenda

1. Opening of the Annual General Meeting
2. Election of chairman of the Annual General Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes and count the votes
6. Determination as to whether the Annual General Meeting has been properly convened
7. Presentation by the CEO
8. Presentation of the annual report, the consolidated annual report, the audit report and the consolidated audit report, as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration of senior executives
9. Resolutions regarding
10. 1. adoption of the income statement and the balance sheet, the consolidated income statement, and the consolidated balance sheet
    2. appropriation of the company's profit in accordance with the adopted balance sheet
    3. discharge of liability for the members of the board of directors and the CEO

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1. Determination of the number of board members and deputy members and the number of auditors and deputy auditors
2. Determination of the fees to the board members and the fees to the auditors
3. Election of
4. 1. members of the board of directors
   2. chairman of the board
   3. auditor
5. Resolution on the procedure on appointment of the members of the nomination committee
6. The board's proposal for resolution on approval of remuneration report
7. The board's proposal on authorization for the board to acquire and transfer own ordinary shares
8. The board's proposal on authorization for the board to issue new ordinary shares to finance further growth and expansion
9. Resolution on (A) reduction of the share capital by way of cancellation of own shares and
10. 1. increase of the share capital by way of bonus issue
11. Resolution on (A) long-termshare-based incentive program based on call options; and
12. 1. resolution on transfer of own ordinary shares;
13. Closing of the Annual General Meeting

Propositions

The board's proposition on the appropriation of the company's profit (item 9 b)

The board proposes that there will be no dividend distributed to the shareholders regarding the financial year 2023 and that the available funds at the disposal of the Annual General Meeting of SEK 770,483,037 are carried forward.

The nomination committee's propositions (items 2 and 10-13)

The nomination committee ("NC") for the Annual General Meeting 2024 consists of Per Lindberg (own mandate), Niklas Johansson (Handelsbanken Fonder), Anna Magnusson (Första AP- fonden), Henrik Söderberg (C WorldWide Asset Management) and Kjell Duveblad (chairman of the company). The NC has appointed Per Lindberg as its chairman. The propositions by the NC are supported by a unanimous NC.

The NC proposes that Kjell Duveblad is elected as chairman of the Annual General Meeting 2024.

The NC proposes that the board shall consist of seven ordinary members elected by the Annual General Meeting without any deputy members and that one auditor is appointed.

The NC proposes on, for each individual, unchanged remuneration to the board compared to previous year, for the period from this Annual General Meeting until the end of the next Annual General Meeting, of a total of SEK 2,490,000 (SEK 2,220,000 the previous year, which is proposed to increase this year as the NC proposes that the board should consist of seven members instead of six as last year), to be allocated with SEK 550,000 to the chairman and with SEK 270,000 to the members elected by the Annual General Meeting, and SEK 320,000 to be allocated amongst the members for committee work as follows: SEK 100,000 to the chairman of the audit committee and SEK 60,000 to the member, and SEK 50,000 to the chairman of the remuneration committee and SEK 30,000 to the member, and SEK 50,000 to the chairman of the technology committee and SEK 30,000 to the member.

The NC proposes that the auditor shall receive reasonable remuneration according to invoice.

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The NC proposes re-election of Kjell Duveblad, Mats Lindoff, Åsa Schwarz and Charlotta Sund as members of the board, and election of Anne Gynnerstedt, Magnus Örnberg and Thibaut Bechetoille as new members of the board. Anders Lidbeck has declined re-election.

The NC proposes re-election of Kjell Duveblad as chairman of the board.

The NC proposes re-election of Öhrlings PricewaterhouseCoopers AB, with the authorized public accountant Nicklas Kullberg as auditor-in-charge until further notice, as auditor for the period until the end of the next Annual General Meeting.

The NC proposes that the NC shall consist of representatives of the three or four largest shareholders in terms of voting rights. The chairman of the board of directors shall, as soon as the registered ownership of the company as of 30 September 2024 is known, contact the four largest registered shareholders in terms of voting rights and ask them to appoint one member each to the NC. If more than one of these shareholders does not wish to appoint a member, additional shareholders in order of size will be asked to appoint a representative of the NC. The members thus appointed are convened by the chairman of the board of directors for a constitutive meeting. The chairman of the board shall not be a member of the NC but may be coopted to its meetings. The member who represents the largest shareholder in terms of voting rights should be appointed chairman of the NC. The names of the appointed members and information about which owner each represents shall be published on the company's website as soon as the NC has been constituted, but no later than six months before the next Annual General Meeting. The term of office of the appointed NC shall run until the new NC takes office. If there is a significant change in the ownership structure after the NC has been constituted, and no later than three months prior to the Annual General Meeting, the composition of the NC shall be changed in accordance with the principles set out above. The NC shall prepare and submit proposals to the Annual General Meeting regarding the chairman of the Annual General Meeting, the election of the chairman and other members of the company's board of directors, remuneration to the board of directors to be divided between the chairman and other board members, as well as the principles for any remuneration for committee work, election and remuneration of auditors and deputy auditors (if applicable) and resolutions regarding principles for the appointment of a new NC. The NC shall meet as often as necessary to enable the NC to carry out its duties. Notice of the meeting is issued by the chairman of the NC. If a member of the NC requests that the NC be convened, the request must be complied with. Minutes must be taken of the meetings of the NC. The NC shall be entitled to charge the company with costs for, inter alia, recruitment consultants and other costs that are required for the NC to be able to fulfil its assignment.

The board's proposal for resolution on approval of remuneration report (item 14)

The board proposes that the Annual General Meeting resolves to approve the board's remuneration report for the financial year 2023.

The board's proposal regarding authorization for the board to acquire and transfer own ordinary shares (item 15)

The board proposes that the Annual General Meeting authorizes the board to acquire and transfer own ordinary shares according to the following. Acquisition of ordinary shares may only be made on Nasdaq Stockholm (the "Marketplace") or in accordance with an offer to all shareholders in the company or all holders of ordinary shares. Acquisition may only be made of such number of ordinary shares that the company's holding of shares at each time does not exceed 10 percent of all shares in the company. Transfer of ordinary shares may be made in other ways than on the Marketplace, including a right to transfer ordinary shares with deviation from the shareholders' preferential rights and that payment may be made in cash, in kind, by