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 6 MAY 2025 AT 4.30 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 Ola Grahn 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 1 was 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, Schedule2.

  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. Ida Herdenberg, 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 7 April 2025, that the notice to attend the meeting had been available at the company's website since 2 April 2025, and that the advert regarding the notice to attend the meeting had been inserted in Svenska Dagbladet on 7 April 2025.

    The meeting was declared properly convened.

  7. PRESENTATION BY THE CEO

    CEO Teemu Salmi 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.

  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

    The annual report, the consolidated annual report, the audit report and the consolidated audit report for the financial year 2024, 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.

  9. 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 abovementioned annual report and consolidated annual report.

    2. 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 696,572,309 shall be carried forward.

    3. 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 2024.

      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.

    SW44294555/4

    It was thereafter resolved in accordance with the proposal from the nomination committee that the board of directors shall be composed of six 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.

    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.

  11. 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 SEK 565,000 to the chairman and with SEK 280,000 to the members elected by the general meeting, and SEK 120,000 to the chairman of the audit committee and SEK 62,000 to the member, and SEK 52,000 to the chairman of the remuneration committee and SEK 31,000 to the member, and SEK 52,000 to the chairman of the technology committee and SEK 31,000 to the member.

    It was furthermore resolved in accordance with the proposal from the nomination committee that the auditor shall receive reasonable remuneration in accordance with approved invoice.

  12. ELECTION OF
    1. 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 re-elect Kjell Duveblad, Anne Gynnerstedt, Thibaut Bechetoille, Åsa Schwarz, Charlotta Sund and Magnus Örnberg and as board members.

    2. 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.

    3. 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.

  13. 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, Schedule3.

    It was thereafter resolved in accordance with the proposal in Schedule 3.

    SW44294555/4

  14. THE BOARD'S PROPOSAL FOR RESOLUTION ON APPROVAL OF REMUNERATION REPORT

    The chairman presented the board of directors' remuneration report for the financial year 2024,

    Schedule4.

    It was thereafter resolved in accordance with the proposal in Schedule 4.

  15. THE BOARD'S PROPOSAL ON AUTHORIZATION FOR THE BOARD TO ACQUIRE AND TRANSFER OWN ORDINARY SHARES

    Ola Grahn presented the proposal from the board of directors regarding proposal on authorization for the board to acquire and transfer own ordinary shares, Schedule5, 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.

  16. THE BOARD'S PROPOSAL ON AUTHORIZATION FOR THE BOARD TO ISSUE NEW ORDINARY SHARES TO FINANCE FURTHER GROWTH AND EXPANSION

    Ola Grahn 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, Schedule6, 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 supported by shareholders representing more than two thirds of the votes cast as well as of all shares represented at the meeting.

  17. RESOLUTION ON (A) REDUCTION OF THE SHARE CAPITAL BY WAY OF CANCELLATION OF OWN ORDINARY SHARES; AND (B) INCREASE OF THE SHARE CAPITAL BY WAY OF A BONUS ISSUE

    Ola Grahn presented the proposal from the board of directors regarding resolution on (A) reduction of the share capital by way of cancellation of own ordinary shares; and (B) increase of the share capital by way of a bonus issue, Schedule 7, and the board's report pursuant to Chapter 20, Section 13 of the Swedish Companies Act, which is included in the board's proposal, and the auditor's statement pursuant to Chapter 20, Section 14 of the Swedish Companies Act.

    It was thereafter resolved in accordance with the proposal in Schedule 7. It was noted that the resolution was unanimous.

  18. RESOLUTION ON (A) LONG-TERM SHARE-BASED INCENTIVE PROGRAM BASED ON CALL OPTIONS; AND (B) TRANSFER OF OWN ORDINARY SHARES

    It was noted that the board of directors had withdrawn the proposal regarding the implementation of a long-term incentive program prior to the annual general meeting.

  19. CLOSING OF THE ANNUAL GENERAL MEETING

SW44294555/4

The chairman of the meeting declared the meeting closed.

(Signature page follows)

In fidem: Confirmed by:

Ola Grahn Kjell Duveblad

(Chairman)

SW44294555/4

Ida Herdenberg

Attachments

  • Original document
  • Permalink

Disclaimer

Enea AB published this content on May 09, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 09, 2025 at 11:40 UTC.