Clavister

The following main decisions were made.

Adoption of the income statements and the balance sheets

The meeting resolved to adopt the income statement and the balance sheet as well as the income statement for the group and the balance sheet for the group for 2023.

Allocation of results

The meeting resolved, in accordance with the Board of Directors proposal, that the funds available for the meeting for the financial year 2023 be transferred to a new account.

Discharge from liability

The meeting granted the directors and the CEO discharge from liability towards the company for the management in 2023.

Board of Directors and auditors

The meeting resolved, in accordance with the Nomination Committee’s proposal, that the Board of Directors shall be composed of four directors for the period until the next Annual General Meeting.

The meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect Andreas Hedskog, Staffan Dahlström and Stina Slottsjö as directors and to elect Tobias Öien as a new director for the period until the end of the Annual General Meeting 2025. It was resolved to re-elect Andreas Hedskog as chairman of the Board of Directors.

The meeting re-elected the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor, in accordance with the Nomination Committee’s proposal.

The meeting resolved, in accordance with the Nomination Committee’s proposal, that, for the period until the next Annual General Meeting, the directors’ fees shall be SEK 450,000 for the chairman of the Board of Directors and SEK 225,000 for each of the other directors who are not employees of the group.

The meeting resolved, in accordance with the Nomination Committee’s proposal, that fees to the auditor are to be paid in accordance with approved invoice.

Warrant program and approval of transfer of warrants

The meeting resolved, in accordance with the Board of Directors proposal, to introduce a warrant program to key employees in the Clavister Group. The program will in total encompass a maximum of 12,500,000 warrants. Each warrant carries a right to subscribe for one new share in the company at a subscription price of SEK 2. Subscription of shares by virtue of the warrants may be made during a period of two weeks from the date of publication of the interim report for the period 1 January – 31 March 2027, however, no later than two weeks from 30 June 2027.

Issue authorization

The meeting resolved, in accordance with the Board of Directors proposal, to authorize the Board of Directors to, on one or more occasions until the next Annual General Meeting, resolve on issue of new shares and/or warrants and/or convertible bonds. An issue of new shares and/or warrants and/or convertible bonds can be decided with or without regard of shareholders’ pre-emption rights. Following this authorization, a total maximum number of shares equivalent to 20 per cent of the total number of outstanding shares in the company on the date when the authorization is utilised for the first time may be issued in new share issues, by utilising the warrants and/or through the conversions of convertible bonds.