Carasent

• That no dividend would be paid
• To discharge the Board members and the CEO from liability with respect to their management of the company for 2024.
• That the Board shall consist of six members with no deputies.
• That the remuneration to the members of the Board, excluding remuneration for the work performed on the Board’s committees, shall amount to SEK 1,750,000 in total, distributed as follows: SEK 500,000 shall be distributed to the Chairman of the Board and SEK 250,000 shall be distributed to each of the other Board members. As remuneration for work performed in a committee, the following was resolved on: SEK 75,000 shall be distributed to the Chairman of the audit committee and SEK 50,000 to each of the other members of the committee. SEK 50,000 shall be distributed to the Chairman of the remuneration committee and SEK 25,000 to each of the other members of the committee.
• That remuneration to the auditor shall be paid in accordance with approved invoices.
• To re-elect the Board members Camilla Skoog, Henric Carlsson and Tomas Meerits, to elect Johan Kallblad, Dr. Carol Wildhagen and Cecilia Lager as new Board members, and to elect Tomas Meerits as the Chairman of the Board.
• To re-elect KPMG AB as auditor.
• To approve the remuneration report presented by the Board of Directors.
• To adopt a long-term incentive scheme for senior executives and key personnel within the company through the issue of a maximum of 500,000 warrants, whereby the company’s share capital may increase by a maximum of approximately SEK 3,456.63. The warrants shall be issued at a price corresponding to a calculated market value of the warrants using the Black & Scholes model, whereby a preliminary calculation gives a value of SEK 4.38 for each warrant. Each warrant shall entitle the holder to subscribe for one new share during the period 7 May 2028 up to and including 7 August 2028 against cash payment at a subscription price corresponding to 130 percent of the average of the volume-weighted price paid for each trading day according to Nasdaq Stockholm’s official price list for shares in the Carasent during the period of 10 trading days up to and including 22 April 2025, which entails a subscription price of SEK 28 per share.
• To authorize the Board of Directors to, with or without pre-emptive rights for shareholders, resolve on issue of new shares of in aggregate not more than 10 per cent of the number of outstanding shares in the company as per the day of the annual general meeting.
• To authorize the Board of Directors to resolve on the acquisition and transfer of own shares. The authorization entails that the Board of Directors may acquire Carasent shares on Nasdaq Stockholm as well as transfer such shares. The maximum of so many shares may be acquired that the company’s holding at any time does not exceed 10 percent of all shares in the company. The purpose of the authorization is to give the Board of Directors increased freedom of action and the opportunity to continuously adapt the company's capital structure and to enable financing of acquisitions.
• To amend the articles of association whereby general meetings may be held, in addition to in Gothenburg, in Stockholm and the Board of Directors may resolve that the company may collect powers of attorney and that shareholders shall be able to exercise their right to vote by post before the General Meeting.

For further details please contact:

Daniel Öhman, CEO Tel: +46 70-855 37 07, or
Svein Martin Bjørnstad, CFO Tel: +47 979 69 493