Mentice

Adoption of the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet and discharge from liability
At the annual general meeting the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet for 2023 were adopted. The meeting resolved to discharge each member of the board of directors alongside with the CEO from liability for the financial year of 2023.

Resolution on allocation of the company profit
The meeting resolved not to issue any dividend to the shareholders for the financial year of 2023 and to instead add the results to the retained earnings of the company.

Election of board members, chairman of the board and accountant
The annual general meeting resolved that the board of directors shall consist of seven ordinary members with no alternate board members. The meeting resolved that the board of directors elect Magnus Nilsson, Lawrence D. Howell, David Ballard, Denis Gestin, Gösta Johannesson, Johann Koss and Eola Änggård Runsten as ordinary board members. More information regarding the members of the board of directors is presented on the company website, www.mentice.com.

Magnus Nilsson was re-elected as chairman of the board up and until the annual general meeting of 2025.

The meeting resolved that the company shall have one accountant with no deputy accountant. The meeting elected KPMG AB as accountant for the company until the annual general meeting of 2025. It was noted that the certified auditor Johan Kratz shall be the main responsible auditor.

Resolution on remuneration to the members of the board of directors and accountant alongside with remuneration to the audit- and remuneration committees
The annual general meeting resolved on remuneration for the board members consisting of a fixed amount of in total SEK 1,270,000 to be paid to the members of board of directors, of which SEK 110,000 shall be paid to Johann Koss, SEK 190,000 shall be paid each to Gösta Johannesson, Denis Gestin, Eola Änggård Runsten and David Ballard and SEK 400,000 shall be paid to Magnus Nilsson.

The meeting resolved that remuneration to the audit committee shall be SEK 60,000 for the chairman and SEK 30,000 for each other member. Remuneration to the remuneration committee was resolved to be SEK 40,000 for the chairman and SEK 20,000 to each other member.

Furthermore, the meeting resolved that the remuneration to the company’s accountant shall be paid in accordance with each approved invoice.

Resolution on the adoption of guidelines for remuneration to senior executives
The annual general meeting resolved to adopt guidelines for remuneration and other terms of employment for senior executives. The guidelines also apply to board members to the extent that they receive remuneration for services performed for the company or subsidiaries outside the board assignment.

Resolution to authorise the board of directors to issue new shares
The annual general meeting resolved to authorise the board of directors, until the next annual general meeting, on one or several occasions, with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares and/or issues of warrants, entitling the holders to subscribe for new shares and/or issues of convertibles, entitling the holders to convert the convertibles to new shares. The purpose of the authorisation is to provide the board of directors with flexibility with regards to financing of the company and its accelerated expansion of the group, its markets and products. The maximum number of shares to be issued under this authorisation shall not exceed 2,556,885 shares, implying a maximum dilution of equity of approximately 10 per cent of all outstanding shares in Mentice AB at the date of notice to attend the annual general meeting 2024.

Resolution regarding (a) implementation of 2024 Share Option Scheme, and (b) the directed issue of warrants under the 2024 Share Option Scheme and approval of the subsequent transfer of warrants
The annual general meeting resolved to implement an incentive program in the form of performance-based share option rights directed at the group management and key individuals of the Mentice group. The reason for the establishment of the 2024 Share Option Scheme is to increase the motivation and commitment of the employees and to strengthen the ties between the employees and the company.

The resolutions in their entirety
The resolutions in their entirety are available at the company’s webpage, www.mentice.com.