Netcompany A/S : AGM 2023 Minutes

UDKAST - 2022.03.09

NETCOMPANY GROUP A/S

MINUTES OF ANNUAL GENERAL MEETING ON 2 MARCH 2023

© Copyright 2023 Netcompany. Alle rettigheder forbeholdes.

Minutes of Annual General Meeting on 2 March 2023

NETCOMPANY GROUP A/S

MINUTES OF ANNUAL GENERAL MEETING

2 MARCH 2023

(Company Registration (CVR) No: 39 48 89 14)

On Wednesday 2 March 2023 at 15:00 (CET), the Annual General Meeting was held in Netcompany Group A/S (the "Company") completely electronically.

The agenda of the Annual General Meeting was:

1. The Board of Directors' report on the Company's activities in the past financial year.
2. Presentation and approval of the Company's audited Annual Report 2022.
3. A resolution on the distribution of profit in accordance with the adopted Annual Report.
4. Presentation of and advisory vote on the Remuneration Report 2022.
5. Approval of the remuneration for the Board of Directors for the current financial year.
6. Election of members to the Board of Directors.
7. Election of auditor.
8. Any proposal submitted by the Board of Directors regarding authorisation to acquire treasury shares.
9. Any proposals submitted by the Board of Directors or by shareholders.
   9.a Proposal from the Board of Directors to approve the amended Articles of Association section 5.1. 9.b Proposal from the Board of Directors to approve the amended Articles of Association section 5.2
10. Any other business.

The Chairman of the Board of Directors, Bo Rygaard, opened the Annual General Meeting by welcoming the shareholders and presented himself and the Executive Management. Bo Rygaard highlighted that the Company had delivered results in line with the original guidance set out in 2022 and noted that a significant part of the revenue growth was attributed to the acquisition of Netcompany-Intrasoft and that DKK 100m was redistributed to the shareholders through share buyback, but nevertheless the share price had decreased by 58.2%. Lastly, Bo Rygaard noted that the total number of shareholders had increased.

Bo Rygaard informed the Annual General Meeting that the Board of Directors had elected Thomas Holst Laursen, Attorney-at-Law, as Chairman of the Annual General Meeting.

Thomas Holst Laursen thanked for the election and noted that the notice to convene the Annual General Meeting and the publication of the notice complied with the Articles of Association and Danish statutory provisions.

None of the shareholders objected to the legality of the Annual General Meeting and the Chairman of the General Meeting announced that the Annual General Meeting had been duly convened and was legal and competent in respect of all the items on the agenda.

The Chairman of the General Meeting explained the formalities of the Annual General Meeting and announced that approximately 60 % of the voting share capital was represented at the Annual General Meeting.

© 2023 Netcompany

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Minutes of Annual General Meeting on 2 March 2023

The Chairman of the General Meeting informed the General Meeting that the general meeting was audio and visually recorded and made available as a webcast to the Company's shareholders via the Company's website. A full recording of the Annual General Meeting is available on the Company's website.

The Chairman of the General Meeting informed the General Meeting that questions or comments could be asked in either Danish or English and that he would translate the questions to English if necessary.

The Chairman of the General Meeting then explained the voting process as also stated in the notice to convene. Further, he explained that shareholders who had voted prior to the General Meeting would not be able to vote again during the General Meeting. Lastly, he explained the questions and comments process.

The Chairman of the General Meeting presented the agenda and proposed to consider the first three agenda items together and as the General Meeting did not have any objections, he passed the word to the Company's CEO, André Rogaczewski.

Re agenda items 1-3

André Rogaczewski presented a report on the Company's activities during the past year. The report was supplemented by the Company's CFO, Thomas Johansen, presenting the Company's financial performance in 2022. The report is available in its entirety on the Company's website.

Bo Rygaard presented the Company's compliance with the Danish Corporate Governance Recommendations (2020). The Company fully complies with all of the 40 recommendations and continues to report on how the Company complies, even when fully complying with the recommendations.

Bo Rygaard noted that the Board of Directors would continue to evaluate corporate governance in the light of the Corporate Governance Recommendations and use them as guidelines for the management of the Company. Bo Rygaard then emphasized that transparency and constructive stakeholder dialogue is key to the Company.

Bo Rygaard informed the General Meeting that the Board of Directors had conducted an annual board evaluation in Q4 2022. The evaluation was conducted as an internal evaluation as the previous evaluation was conducted with external consultants.

The conclusion of the evaluation was that the Board works well and there is no current need for any additional committees currently.

Bo Rygaard continued and stated that diversity continues to be an important factor for Netcompany and noted that the Company uses a broad definition of diversity that is broader than gender, as described in the Diversity and Inclusion policy. Bo Rygaard noted that the Company however had to take into consideration that the Company is an IT-company, which traditionally have a lack of gender diversity. Netcompany promotes diversity at the management levels and also in the industry, where the Company through its initiatives encourage everyone to study IT and choose it as their career.

Bo Rygaard highlighted that the Company had met all its diversity targets meaning that the number of females on management level this year was 17 % for achieving the goal set in 2022, and that the goal for 2023 is to stay at or above 17 % women. At the Board level, the target of two woman was in the board in 2019, met in 2020, kept in 2021, and in 2022 an equal distribution of the genders was achieved.

Subsequently, Bo Rygaard presented the Company's ESG key points and highlighted the Company's ESG strategy setting the overall direction for the Company's sustainability efforts. Finally, Bo Rygaard presented the ESG highlights of 2022 and the targets the Company met in 2022. The ESG Report is available in its entirety on the Company's website.

The Chairman of the General Meeting asked whether there were any questions or comments to items 1-3.

The Chairman of the General Meeting noted that the shareholders did not have any questions or comments to agenda items 1-3 and the Chairman of the General Meeting started the voting of item 2-3, as item 1 was not up for voting.

The Chairman of the General Meeting concluded that the Annual General Meeting had taken note of the report by the Board of Directors and that the Annual General Meeting had approved the annual report for 2022, and the net profit be allocated to retained earnings and that no dividend payment for the financial year ended 31 December 2022 be distributed.

© 2023 Netcompany

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Minutes of Annual General Meeting on 2 March 2023

Re agenda item 4

Bo Rygaard presented the Company's Remuneration Report 2022, which had been audited by the Company's auditor, EY Godkendt Revisionspartnerskab. Further, Bo Rygaard explained that the packages for both the Board of Directors and the Executive Management is in line with Danish and international corporate governance guidelines, that the Remuneration Report is in line with the Company's Remuneration Policy, and that the key points of the policy are (1) fixed remuneration, (2) market-based salary level, and (3) clear link to creation and maximization of shareholder value.

Finally, Bo Rygaard presented the overview of the remuneration elements and the remuneration of the Executive Management for 2022 and highlighted that not all financial targets for the 2022 STIP were met and consequently the STIP for the members of the Executive Management would not be paid out for 2022.

The Remuneration Report 2022 is available in its entirety on the Company's website.

As there were no questions or comments from the shareholders, the Chairman of the General Meeting started the advisory voting.

The Chairman of the General Meeting concluded that the proposal to approve the Remuneration Report 2022 had been resolved by the General Meeting in the advisory voting.

Re agenda item 5

Bo Rygaard presented the proposal for remuneration to the Board of Directors, which is kept at the same level as approved at the Annual General Meeting in 2022.

As there were no questions or comments from the shareholders, the Chairman of the General Meeting started the voting.

The Chairman of the General Meeting concluded that the proposal regarding the remuneration to the Board of Directors for 2023 was adopted in accordance with the remuneration overview included in the notice convening the Annual General Meeting and as proposed in the Remuneration Report 2022.

Re agenda item 6

Bo Rygaard presented the proposal for election of members of the Board of Directors.

Bo Rygaard informed that Juha Christensen, Åsa Riisberg, Susan Cooklin, and himself, Bo Rygaard, stood for re- election, and that Bart Walterus stood for election. Bo Rygaard noted that a description of the candidates was included in the notice convening the General Meeting. Further, Bo Rygaard noted that Scanes Bentley and Hege Skryseth would step down from the Board of Directors in connection with the Annual General Meeting

Bo Rygaard gave the word to Bart Walterus, who joined the meeting virtually and gave a brief introduction of himself. The Chairman of the General Meeting noted that the shareholders had no questions or comments to this item.

The Chairman of the General Meeting noted that the shareholders had to vote for each member separately and started the voting.

The Chairman of the General Meeting then established that the proposed elections had been adopted by the General Meeting, including the re-election of Bo Rygaard, Juha Christensen, Åsa Riisberg, Susan Cooklin, and the election of Bart Walterus as members of the Board of Directors.

Re agenda item 7

The Chairman of the General Meeting announced that the Board of Directors had proposed to re-elect EY Godkendt Revisionspartnerselskab in accordance with the recommendation of the Company's Audit Committee.

The Chairman of the General Meeting established that EY Godkendt Revisionspartnerselskab, CVR no. 30 70 02 28, was elected by the General Meeting.

Re agenda item 8

The Chairman of the General Meeting noted that the Board of Directors had proposed to prolong the authorisation for the Board of Directors to approve the Company's acquisition of treasury shares until 2 March 2028, on one or more occasions, with a total nominal value of up to 10 % of the share capital, provided that the Company's holding of treasury shares after such acquisition does not exceed 10 % of the share capital. The consideration may not deviate more than 10 % from the official price quoted on Nasdaq Copenhagen A/S at the time of acquisition.

© 2023 Netcompany

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Minutes of Annual General Meeting on 2 March 2023

The Chairman of the General Meeting established that the authorisation is prolonged until 2 March 2028 as outlined in the notice was approved by the General Meeting.

Re agenda item 9

Item 9.a - Proposal to amend the Company's Articles of Association, section 5.1

The Chairman of the General Meeting noted that that the Board of Directors had withdrawn their proposal to amend the Articles of Association, section 5.1 based on dialogue with shareholders prior to the General Meeting.

Item 9.b - Proposal to amend the Company's Articles of Association, section 5.2

The Chairman of the General Meeting presented the Board of Directors proposal to amend the Articles of Association, section 5.2.

The Chairman of the General Meeting explained that the amendment of the Articles of Associations is proposed in order to extend the authorisations for the Board of Directors to increase the Company's share capital with preemption rights for the Company's existing shareholders by up to a nominal amount of DKK 5,000,000. However, the Board of Directors may not exercise this authorisation for an amount higher than 10% of the outstanding share capital at the time of exercise of the authorisation. The capital increase may take place at a subscription price set by the Board of Directors and shall be affected by cash payment, including a potential favourable price.

The Board of Directors proposes to extend the period until 2 March 2028.The Chairman of the General Meeting noted that the shareholders had no questions or comments to this item.

The Chairman of the General Meeting concluded that the amended articles of association, section 5.2 was approved by the General Meeting.

Re agenda item 10

The Chairman of the General Meeting established that no comments or questions had been received under this item and gave the word back to the Bo Rygaard to conclude the meeting.

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Bo Rygaard thanked the shareholders for a good meeting and their attendance and participation.

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Thus, adopted at the Annual General Meeting on 2 March 2023.

Chairman of the Board of Directors

Chairman of the Annual General Meeting

Bo Rygaard

Thomas Holst Laursen

© 2023 Netcompany

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