Meko : Minutes MEKO Annual General Meeting 2024

The English text is an inhouse translation of the original Swedish text for information purpose only.

Minutes kept at the annual general meeting of MEKO AB (publ), reg. no 556392-1971, on 16 May 2024, 10 a.m. CET, at 7A Posthuset, Vasagatan 28, in Stockholm.

1. Election of chairman of the meeting
   The vice chairman of the board Helena Skåntorp welcomed the participants and declared the annual general meeting as opened.
   In accordance with the nomination committee's proposal, Helena Skåntorp was elected chairman of the meeting. It was informed that Malin Tiberg had been assigned to keep the minutes at the meeting.
   The meeting resolved that invited guests were allowed to attend the meeting.
2. Preparation and approval of voting register
   The meeting resolved to approve the list in Appendix 1as voting register at the meeting.
   It was noted that the shareholders had been able to exercise their voting rights by postal voting prior to the meeting and that the advance votes constituted approximately 79 percent of the shares and votes represented at the meeting.
   It was noted that 36 319 760 shares and votes were represented at the meeting, corresponding to approx. 64.4 percent of the total number of shares and votes in the company.
3. Approval of the agenda
   The meeting resolved to approve the agenda proposed by the board and included in the notice to the meeting.
4. Election of person to verify the minutes
   The meeting appointed Magnus Sjöqvist (Swedbank Robur Fonder) to verify the minutes in addition to the chairman.
5. Determination of whether the meeting has been duly convened The meeting was declared duly convened.
   It was noted that the notice convening the meeting have been given in accordance with applicable rules and the company's articles of association by being available on the company's website since 12 April 2024, was published in the Swedish Official Gazette (Sw: Post- och Inrikes Tidningar) on 16 April 2024 and that an advertisement stating that the notice had been published was included in Dagens Nyheter on 16 April 2024.

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The English text is an inhouse translation of the original Swedish text for information purpose only.

1. Presentation of the annual report and auditor's report, the consolidated financial statements and the auditor's report on the consolidated financial statements
   The annual report and the auditor's statement for the parent company and the group for 2023, which have been made available to shareholders in accordance with applicable rules, were presented, as well as the auditor's statement on whether the guidelines for remuneration of senior executives have been adhered to.
   The company's auditor in charge Linda Corneliusson reported on the audit work and the conclusions of the audit report and the statement on adherence to the renumeration guidelines.
2. CEO's address
   The CEO Pehr Oscarson gave his speech. Then questions from shareholders were answered.
3. Resolution on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
   The meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2023, included in the annual report.
4. Resolution on discharge of the directors and CEO from liability
   The meeting resolved to discharge the board members and the CEO from liability for the financial year 2023.
   It was noted that the board members and the CEO did not participate in the resolution.
   Before addressing the coming items on the agenda, the proposals of the board and the nomination committee, which were included in the notice convening the meeting, were presented, as well as statements and other documents, which have been made available to the shareholders in accordance with applicable rules. The documentation including the board's statement regarding dividend and authorization to acquire own shares, the board's renumeration report, the nomination committee's motivated statement and information concerning the proposed board members. The documents were included in the material distributed at the meeting.
5. Resolution concerning disposition of the company's result in accordance with the adopted balance sheet and record dates for payment of the dividend
   The meeting resolved, in accordance with the board's proposal, that the earnings are disposed with a dividend for the financial year 2023 of SEK 3.70 per share, that the dividend is paid in two instalments - with SEK 1.85 in May and SEK 1.85 in November, and that the remaining amount is carried forward to the new account. The meeting resolved that the record date for the first instalment should be 20 May 2024 and for the second instalment 18 November 2024.

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The English text is an inhouse translation of the original Swedish text for information purpose only.

1. Determination of the number of directors
   The nomination committee, through Magnus Sjöqvist, presented its proposal under items 11- 14, including its motivated statement.
   The meeting resolved, in accordance with the nomination committee's proposal, that the board shall consist of seven board members.
2. Determination of fees to the board and the auditor
   The meeting resolved, in accordance with the proposal of the nomination committee, on the following fees: SEK 810,000 to the chairman of the board, SEK 515,000 to the vice chairman of the board and SEK 375,000 to each of the other meeting-elected directors. The following fees shall be paid for committee work: SEK 180,000 to the chairman of the audit committee and SEK 75,000 to each of the other members of the audit committee, and SEK 80,000 to the chairman of the remuneration committee and SEK 40,000 to each of the other members of the remuneration committee.
   The meeting further resolved that auditor's fee shall be paid in accordance with approved account.
3. Election of board members and chairman of the board
   It was noted that information about the proposed members' assignments in other companies was presented through the information document available on the company's website and included in the distribution material in the meeting room.
   The meeting resolved, in accordance with the proposal of the nomination committee, on re-election of Eivor Andersson, Kenny Bräck, Magnus Håkansson, Michael Løve and Helena Skåntorp, as well as election of Dominick Zarcone and Robert S. Reppa as new board members.
   Dominick Zarcone was elected as new chairman of the board.
   It was noted that Robert M. Hanser, Joseph M. Holsten and Justin Jude had declined re- election.
4. Election of auditor
   The meeting resolved, in accordance with the proposal of the nomination committee, on election of Ernst & Young AB as new auditor for the period until the end of the 2025 annual general meeting.
   It was noted that Henrik Jonzén will be appointed as auditor in charge.
   It was also noted that MEKO has carried out a tender procedure for the election of auditor.
5. Approval of the remuneration report
   The meeting resolved to approve the board's renumeration report.

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The English text is an inhouse translation of the original Swedish text for information purpose only.

1. Resolution on a long-termshare-based incentive program (LTIP 2024)
   The meeting resolved to approve the board's proposal, Appendix 2, to establish a long-termshare-based incentive program (LTIP 2024) to group management in MEKO and certain other key employees in the group.
2. Resolution on authorization for the board to (a) acquire own shares and (b) transfer of own shares
   The meeting resolved to approve the board's proposal, Appendix 3, to authorize the board to resolve on acquisitions of the company's own shares.
   The meeting further resolved to approve the board's proposal, Appendix 3, to authorize the board to resolve on transfers of the company's own shares.
   It was noted that the resolutions were supported by shareholders with more than two-thirds of the votes cast and shares represented at the meeting.
3. Resolution on authorization for the board to issue new shares
   The meeting resolved to approve the board's proposal, Appendix 4, to authorize the board to issue new shares.

It was noted that the resolution was supported by shareholders with more than two-thirds of the votes cast and shares represented at the meeting.

The meeting was declared closed.

_______________

At the minutes:

Attest by:

Malin Tiberg

Helena Skåntorp

Magnus Sjöqvist

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