Micro Systemation

REG

The Board of Directors has resolved that shareholders shall have the right to exercise their voting rights in advance through postal voting pursuant to § 15 in the Company’s Articles of Associations. Therefore, shareholders may choose to exercise their voting rights at the AGM by attending by postal voting, in person or through a proxy.

 

PARTICIPATION IN PERSON

Shareholders who wish to participate at the AGM must:

• both be registered in the register of the shareholders maintained by Euroclear Sweden AB as per Tuesday 6 May 2025,
• and notify their intention to participate to MSAB no later than Thursday 8 May 2025 via the form available at www.msab.com, via Euroclear Sweden AB´s website https://anmalan.vpc.se/EuroclearProxy/ or by telephone +46 8 402 90 75, weekdays 09.00–16.00. Notification of participation may also be submitted by letter to the following address: Micro Systemation AB, “Annual General Meeting” 2025, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden.

Notice of participation shall state the name, personal identity number or company registration number, number of shares, address, telephone number, e-mail, the name of any advisor, and, if applicable, details of representatives or proxies.

 

PARTICIPATION BY POSTAL VOTING

Shareholders who wish to participate at the AGM by postal voting must:

• both be registered in the register of shareholders maintained by Euroclear Sweden AB as per Tuesday 6 May 2025,
• and notify their intention to participate by submitting their postal vote in accordance with the instructions below, no later than Thursday 8 May 2025.

A special form shall be used for postal voting. The form is available on the Company’s website, www.msab.com and on Euroclear Sweden AB´s website https://anmalan.vpc.se/EuroclearProxy/. The postal voting form is considered as notification of participation.

The completed form must be received by MSAB no later than Thursday 8 May 2025. The completed form shall be sent by post to Micro Systemation AB, “Annual General Meeting 2025”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. A completed and signed form may also be submitted electronically via e-mail to GeneralMeetingService@euroclear.com (state “Micro Systemation Annual General Meeting 2025”). Shareholders who are natural persons may also cast their votes electronically through verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy. Such electronic votes must be submitted no later than Thursday 8 May 2025. The shareholders may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the AGM in person or through a proxy must give notice thereof to the AGM’s secretariat prior to the opening of the AGM.

 

PARTICIPATION BY PROXY

Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The power of attorney may not be older than one year unless it states that it is valid for a longer period, however, not longer than five years.

If the proxy is issued by a legal entity, a copy of the registration certificate, or a corresponding authorization document for the legal entity, shall be attached. To facilitate the administration, proxy forms, certificates of registration and other authorization documents shall be received by the Company at the address above no later than Thursday 8 May 2025.

Proxy forms are available from the Company upon request and are also available at www.msab.com.

 

NOMINEE-REGISTERED SHARES

Shareholders who have their shares nominee-registered must, to be entitled to participate at the AGM, in addition to giving notice of their participation, temporarily re-register their shares in their own name with Euroclear Sweden AB so that they are registered as shareholders in Euroclear Sweden AB’s shareholder register by Tuesday 6 May 2025. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee make such registration. Registration of voting rights requested by shareholders at such a time that the registration has been made by the nominee no later than Thursday 8 May 2025 will be taken into account in the preparation of the share register.

NUMBER OF SHARES AND VOTES

The total number of shares is 19,172,000, of which 1,000,000 are A shares and 18,172,000 are B shares. The total number of votes are 28,172,000, of which 10,000,000 votes are ascribed to A shares and 18,172,000 votes are ascribed to B shares. The Company holds in treasury, at the date of issue of the notification, 703,596 shares, of which all shares are B shares, corresponding to 703,596 votes.

PROPOSED AGENDA

1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of voting list
3. Approval of the agenda
4. Election of at least one person to approve the AGM minutes
5. Consideration of whether the AGM has been duly convened
6. Presentation of the annual report and the auditors’ report, as well as the consolidated financial statements, and the consolidated auditor’s report
7. Resolutions regarding:

a)    the adoption of the income statement and the balance sheet, as well as the consolidated income statement and consolidated balance sheet

b)    appropriation of the Company’s profit or loss in accordance with the adopted balance sheet

c)    approval of the remuneration report 2024

d)    discharge from liability for the Board members and CEO

8. Resolution on amendment of the Articles of Association (the number of Board members)
9. Determination of the number of Board members
10. Determination of fees for the Board members
11. Determination of fees for the auditors
12. Election of Board members and Chairman of the Board of Directors
13. Election of auditors
14. Resolution on implementation of a long-term incentive program
15. Resolution on authorization for the Board of Directors to issue shares
16. Resolution on authorization for the Board of Directors to purchase and transfer the Company’s own shares
17. Principles for the appointment of the Nomination Committee and instructions to the Nomination Committee
18. Closing of the meeting

 

Item 1: Election of chairman of the meeting

The Nomination Committee proposes Jesper Kärrbrink as chairman of the AGM.  

 

Item 7b: Resolution regarding appropriation of the Company’s profit or loss in accordance with the adopted balance sheet

The Board of Directors proposes that a dividend of SEK 1.50 per share shall be distributed for the financial year 2024, to be paid through two partial payments. A first payment of SEK 1.00 per share with the record date Friday 16 May 2025, and a second payment of SEK 0.50 per share with the record date Friday 14 November 2025. Assuming these dates will be the record dates, Euroclear Sweden AB is expected to disburse SEK 1.00 per share on Wednesday 21 May 2025, and SEK 0.50 per share on Wednesday 19 November 2025.

The Board of Directors further proposes that the AGM resolves that the new ordinary shares that may be issued with the support of the AGM's authorisation in accordance with item 15 below shall entitle to dividends, in accordance to above, from the date they have been entered in the share register kept by Euroclear.

 

Item 7c: Resolution regarding approval of the remuneration report 2024

The Board of Directors proposes that the AGM resolves to approve the Board of Directors' report on remuneration in accordance with Chapter 8, section 53a of the Swedish Companies Act.

 

Item 8: Resolution on amendment of the Articles of Association (the number of Board members)

In order to enable the appointment of additional Board members, the Board of Directors proposes that the AGM resolves on the following amendment of the Articles of Association.

 

Current wording	Proposed wording
Section 9. The Board shall consist of 3-6 directors with a maximum of five deputies.	Section 9. The Board shall consist of 5-7 directors with a maximum of five deputies.

 

Item 9: Determination of the number of Board members

The Nomination Committee proposes that the Board of Directors shall consist of seven (six) members.

 

Item 10: Determination of fees for the Board members 

The Nomination Committee proposes that fees to the Board members shall amount to a total of SEK 2,110,000 (1,750,000), to be distributed with SEK 550,000 (500,000) to the Chairman of the Board of Directors and SEK 260,000 (250,000) to each of the other Board members.

 

Item 11: Determination of fees for the auditors

The Nomination Committee proposes that fees to the auditor be paid in accordance with an approved invoice.

 

Item 12: Election of Board members

The Nomination Committee proposes re-election of Jesper Kärrbrink, Fredrik Nilsson, Andreas Hedskog and Helena Holmgren as Board members, all for the period up until the end of the next AGM. The Nomination Committee further proposes election of Patrik Fältström, Christian Hellman and Erik Ivarsson. Jesper Kärrbrink is proposed to be re-elected as Chairman of the Board of Directors.

Patrik Fältström, born 1965, has been working on technical matters related to internet since internet arrived in Sweden in the second half of the 1980s. He serves or has served on several boards, mainly organizations or companies related to the governance or construction of Internet. Patrik Fältström has worked with the development of standards and has been the one who came up with e.g. ENUM (routing of telephone calls over Internet) and International Domain Names (IDN). He has also for many years been part of the management teams of the organizations (IETF, ISOC and ICANN) that set these standards. He started his career within SUNET, which is the foundation of internet in Sweden, continued by participating in the start of Swipnet, which later became part of Tele2. In the 2000s, he has been part of the management team of Cisco in San José and for the last 13 years as head of security at Netnod, which provides wholesale services related to Internet. He has been an advisor to the EU, as well as to the US and Swedish governments, and in Sweden, he started his role as advisor to Ulrica Messing in 2003. He has been working with security since he worked with election results on election night 1994, and he has been involved in all major incidents in Sweden or the surrounding regions such as the storm Gudrun, the Tsunami, the attacks on Estonia and most recently TietoEvry. He is a part-time employee at the Swedish Armed Forces and has assisted, or is assisting, some startups such as HotSip, Gatorhole and Tentixo. Today, he is a board member of the Foundation for Internet Infrastructure, board member of the TU-Foundation, chairman of the Swedish Network Users Society, member of Idonex Security, CEO of Paftech AB and Fältström Holding AB. Patrik holds a Master's degree in Mathematics from Stockholm University and has completed the Command and Staff Course at the Swedish Defense University. He is independent in relation to the Company and its management, as well as major shareholders. Patrik holds no shares in MSAB.

Christian Hellman, born 1981, is the CEO of Edastra AB since 2020. Edastra is a privately held investment company that primarily invests in listed and private technology companies. Christian is a board member of CombinedX AB, Matsmart in Scandinavia AB and Glas Scandinavia AB. Christian holds a Master's degree in Economics from Lund University. Christian is dependent in relation to major shareholders and independent in relation to the Company and its management. Christian holds 7,500 shares in MSAB (through related parties).

Erik Ivarsson, born 1992, is an Investment Manager at Grenspecialisten since 2018. Grenspecialisten is a privately owned investment company that primarily invests in listed technology companies. Grenspecialisten is the largest shareholder in MSAB in terms of votes. Erik is a board member of Generic Sweden, Formpipe Software, 4C Group and Precio Fishbone AB. Erik holds a MSc Economics from Lund University. Erik is dependent in relation to major shareholders and independent in relation to the Company and management. Erik holds 7,500 shares in MSAB.

Information on proposed Board members is available on MSAB's website, www.msab.com.

 

Item 13: Election of auditors

The Nomination Committee proposes re-election of the registered auditing company KPMG AB as auditor for the period up to and including the next AGM in accordance with the Board of Directors’ recommendation. KPMG AB has announced that the Authorized Public Accountant Mattias Lötborn will be proposed as the continuing auditor in charge in the event the accounting firm is elected as auditor.

 

Item 14: Resolution on implementation of a long-term incentive program

The Board of Directors proposes that the AGM resolves on the implementation of a long-term incentive program (the “Program” or “LTIP 2025”). The Program is directed at members of the management and other key persons in the group. The Program, which requires a personal investment, is proposed to consist of performance shares. 

The main purpose of the Program is to encourage personal long-term ownership in the Company and to create incentives for increased motivation and performance of the participants.

The Board of Directors intends to annually propose an incentive program with a corresponding structure.

A. Resolution on a long-term incentive program based on performance shares

The Board of Directors proposes that the implementation of the Program shall take place in accordance with the main conditions set out below.

a)             The Program is proposed to be directed at a maximum of 12 employees within the group, divided into the following three categories: the CEO ("Category 1"), the management consisting of six persons ("Category 2") and other key persons in the group consisting of five persons ("Category 3"). The participants in Categories 1 to 3 are collectively referred to as "Participants".

b)             Participation in the Program requires that the employees personally invest in B shares in the Company and that these shares are allocated to the Program ("Investment Shares"). For each Investment Share, the Participants have the opportunity, depending on the category to which the Participant belongs, to receive four to six B shares in the Company, free of charge ("Performance Shares"). Each Performance Share entitles the holder to receive one B share in the Company. Performance Shares are allotted provided that certain conditions regarding continued employment and retained holding of Investment Shares are fulfilled, as well as the fulfillment of certain performance conditions described in more detail below. Performance Shares will be allotted after the end of a vesting period, which runs from the start of the Program on 15 May 2025 up to and including the date of publication of the Company's interim report for the first quarter of 2028 (the "Vesting Period").

c)              For each Investment Share, the Participant may be allotted Performance Shares in accordance with the following:

•                Participants in Category 1 may be allotted a maximum of six (6) Performance Shares;

•                Participants in Category 2 may be allotted a maximum of five (5) Performance Shares; and

•                Participants in Category 3 may be allotted a maximum of four (4) Performance Shares.

d)             The allotment of Performance Shares shall be divided into two separate programs, running in parallel, each with different performance conditions, meaning that one program may result in allotment but not the other. Program (a) and Program (b) are weighted 50/50.

The performance condition for Program (a) is an average annual total shareholder return ("TSR") on the Company's B share exceeding 15 percent based on the volume-weighted share price during the first ten trading days following the AGM compared to the last ten trading days of the Vesting Period, whereby the closing price shall be adjusted to take into account any dividends paid during the above-mentioned period in accordance with the usual methodology used for TSR calculations. Full allotment of Performance Shares shall be made if the performance condition is met. If the performance condition is not met, no allotment of Performance Shares will be made. Full catch-up is allowed, i.e. allotment of Performance Shares will be made if the accumulated TSR at the end of the Vesting Period amounts to 76 percent.

The performance condition for Program (b) is an average annual percentage increase in earnings per B share in the Company, Earnings Per Share growth ("EPS growth") during the period 1 January 2025 until 31 December 2027. For minimum allotment of a Performance Share, the average EPS growth shall amount to at least 5 percent, increasing linearly to full allotment at an average EPS growth of 15 percent.

Once the Vesting Period has ended, the Board of Directors will disclose the extent to which the performance conditions for each program have been met.

Each Participant may invest in Investment Shares to a value of SEK 25,000 – 625,000 depending on the category to which the Participant belongs.

 

Category	Participants	Investment (SEK)	Maximum number of Investment Shares	Maximum number of Performance Shares per Investment Share
Category 1	1	312,500 – 625,000	12,500	6
Category 2	6	127,500 – 255,000	5,100	5
Category 3	5	25,000 – 50,000	1,000	4

 

e)             Participants shall invest in Investment Shares during the period 15 May – 17 June 2025. However, the Board of Directors reserves the right to extend (or postpone) the investment period. Any shares in the Company already held by the Participants at the time of the implementation of the program may be credited as Investment Shares in LTIP 2025. Investment Shares credited to a Participant as Investment Shares in LTIP 2024 shall not be credited as Investment Shares in LTIP 2025.  

f)               Performance Shares may normally only be allotted after the end of the Vesting Period.

g)             A prerequisite for a Participant, where applicable, to be allotted Performance Shares is that the Participant, with certain exceptions, has been employed within the group during the entire Vesting Period and that the Participant, until the end of the Vesting Period, has retained the Investment Shares invested in under the Program. Investment Shares disposed of prior to the end of the Vesting Period shall not be included in the calculation for determining the allotment of Performance Shares. The Board of Directors reserves the right to waive these conditions, for example, if the Participant's employment is terminated due to death, long-term illness, statutory retirement age or if the Company has terminated the Participant's employment without cause (including termination due to redundancy).

h)             In the event of significant changes in the group or on the market that, according to the Board of Directors, would render the conditions for the allocation of Performance Shares no longer reasonable, the Board of Directors shall have the right to make adjustments to the Program, including, but not limited to, the right to resolve on a reduced allotment of Performance Shares, or that no allotment of Performance Shares shall occur at all.

i)                The Board of Directors shall have the right to decide on the detailed terms and conditions of the Program. In this respect, the Board of Directors shall have the right to make any necessary adjustments to these terms and conditions to meet specific rules or market conditions outside of Sweden.

j)                Participation in the Program is subject to such participation being legally permissible in the relevant jurisdictions. If, according to the Board of Directors, Participants outside of Sweden cannot be allotted Performance Shares at a reasonable cost or with reasonable administrative efforts, the Board of Directors shall have the right to resolve on cash settlement for such Participant.

k)              The program shall comprise a maximum of 248,000 B shares in the Company.

l)                The number of Performance Shares shall be recalculated as a result of any bonus issue, split, rights issue, and/or other similar corporate events. The Company will not compensate for dividends paid and other value transfers that are in line with the Company's dividend policy and previous dividend levels during the Vesting Period.

m)           Transfer of shares may be brought forward as a result of mergers, de-mergers, major acquisitions or disposals, or similar measures.

Costs, dilution and impact on key ratios

The costs of the Program, which are recognized in the income statement, are calculated in accordance with the accounting standard IFRS 2 and are accrued over the Vesting Period. The calculation has been made based on the closing price for B shares in the Company as of 17 March 2025, i.e. SEK 50.6 per share, and with the following assumptions: (i) an annual dividend yield of approximately 3 percent, (ii) an annual employee turnover of 0 percent, (iii) maximum fulfillment of the performance conditions for both Program (a) and Program (b), and (iv) a total maximum of 248,000 Performance Shares available for allotment. In addition to what is stated above, the costs of the Program have been based on the assumption that the Program comprises a maximum of 12 Participants, and that each Participant makes a maximum investment. In total, the costs of the Program according to IFRS 2 are estimated to amount to approximately SEK 8.55 million excluding social security contributions. The costs for social security contributions are estimated to amount to a total of approximately SEK 6.73 million, based on the above assumptions, and assuming an annual share price increase of 15 percent during the term of the Program and a tax rate for social security contributions of approximately 31.42 percent. The expected total costs of SEK 15.28 million, including social security contributions, correspond to approximately 6.4 percent of the group's total personnel costs for the financial year 2024.

Upon maximum allotment of Performance Shares, the number of shares to be allotted free of charge in the Program amounts to 248,000 B shares in the Company, corresponding to approximately 1.29 percent of the share capital and approximately 0.88 percent of the votes (calculated based on the number of outstanding shares in the Company on 31 March 2025).

In order to implement LTIP 2025 in a cost-efficient manner, the Board of Directors has considered different methods for transferring B shares in the Company to the Participants. The Board of Directors has concluded that the most cost-effective alternative is, and therefore proposes as the main alternative, that the AGM resolves on a transfer of B shares in the Company held by the Company to the Participants. If the required majority for this resolution cannot be met, the Board of Directors proposes that the Company shall be able to enter into a share swap agreement with a third party.

The number of shares held in treasury in the form of previously repurchased B shares in the Company amounts to 703,596 as of 31 March 2025, of which 453,823 shares are reserved for LTIP 2024. The number of shares at maximum investment and fulfillment of the performance conditions in LTIP 2025 will amount to approximately 250,000 shares. The Company's holding of own shares is thus sufficient to ensure delivery of shares under LTIP 2025.

The impact on key ratios and earnings per share is marginal.

The preparation of the proposal

The proposed Program has been prepared by the Company´s Board of Director in consultation with external advisors.  

B. Resolution on transfer of own B shares to the participants in LTIP 2025

The Board of Directors proposes that the AGM, as a main alternative, resolves that transfer of the Company's own B shares may be made on the following terms.

a)             A maximum of 248,000 B shares in the Company may be transferred to the Participants.

b)             Transfer of B shares in the Company to the Participants shall be made free of charge and carried out at the time specified in the terms and conditions of LTIP 2025.

c)              The right to acquire shares in the Company free of charge shall, with deviation from the shareholders' preferential rights, be granted to the Participants.

d)             The number of B shares in the Company that may be transferred under LTIP 2025 shall be recalculated as a result of any bonus issue, split, rights issue and/or other similar corporate events in the manner deemed appropriate by the Board of Directors in order to obtain a satisfactory result.

The transfer of B shares in the Company is part of the implementation of the proposed LTIP 2025. The reason for the deviation from the shareholders' preferential rights is that the Board of Directors considers it to be beneficial for the Company and the shareholders that the Participants are offered the opportunity to become shareholders in the Company.

C. Resolution to enter into share swap agreement with third party

The Board of Directors proposes that the AGM, if the required majority for item 14.B above cannot be met, resolves that the financial exposure expected to arise from the Program may be hedged by the Company entering into a share swap agreement with an external party. Such a share swap agreement shall be on market terms, whereby the external party, for compensation, in its own name, undertakes to acquire and transfer shares in the Company to the Participants, in accordance with the terms and conditions of the Program.

Condition

The general meeting's resolution to implement the Program in accordance with item 14.A. above is conditional upon the general meeting resolving either in accordance with the proposal to transfer own B shares to the Participants in accordance with item 14.B above or in accordance with the proposal to enter into a share swap agreement with an external party in accordance with item 14.C above.

 

Item 15: Resolution on authorization for the Board of Directors to issue shares

The Board of Directors proposes that the AGM authorizes the Board of Directors to, within the framework of the current Articles of Association, until the time of the next AGM, on one or more occasions, decide on a new issue of shares with or without deviation from shareholders' preferential rights. Shares may be paid in kind, by way of set-off or with other conditions referred to in Chapter 13, Section 5, first paragraph, item 6 of the Swedish Companies Act. The purpose of the authorization and the reasons for any deviation from shareholders’ preferential rights is to carry out or finance acquisitions of all or parts of other companies or operations through payment in MSAB shares or provide flexibility in financing acquisitions. The issue price must be determined according to market conditions, which may include customary discounts. The total number of shares issued through new issues according to the authorization may correspond to a total of no more than 10 percent of the number of shares in the Company, based on the total number of shares in the Company at the time of the 2025 AGM. The Board of Directors, the CEO or any person appointed by the Board of Directors shall be entitled to make minor changes in the above decision that may be required as a result of registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

 

Item 16: Resolution on authorization for the Board of Directors to purchase and transfer the Company’s own shares 

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors, on one or more occasions until the next AGM, to resolve upon acquisition and transfer of Series B shares in the Company. Acquisition of shares in the Company may only take place through trading on Nasdaq Stockholm, or through an offer of acquisition for cash renumeration to all the Company's shareholders and may only be made by a maximum of so many shares that, at any given time, the Company's own holdings does not exceed 10 percent of all shares in the Company. Acquisition of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.

Transfer of shares according to the authorization may be of all own shares held by the Company at the time of the Board of Directors’ resolution, and transfer of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price. Transfer of shares may also take place outside Nasdaq Stockholm in conjunction with company acquisitions, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in-kind or set-off rights. The price for such a transfer may be in cash or value of property obtained that corresponds to the stock market price at the time of the transfer of the shares transferred, with the deviation deemed appropriate by the Board of Directors.

The purpose of the authorization for the Board of Directors to resolve on the acquisition of own shares is to give the Board of Directors increased scope for action and the opportunity to continuously adjust the Company's capital structure and thereby contribute to increased shareholder value, as well as to exploit attractive business opportunities by fully or partially financing corporate acquisitions with the Company’s own shares.

The reason for the allowance to deviate from the shareholders’ preferential rights in conjunction with the transfer of the Company’s own shares is that such a transfer can be done with greater speed and flexibility, and is more cost-effective than a transfer to all shareholders. If the Company’s own shares are transferred for renumeration other than cash in conjunction with an agreement on acquisition of assets, the Company is not able to give the shareholders the opportunity to exercise any preferential right.

 

Item 17: Principles for the appointment of the Nomination Committee and instructions to the Nomination Committee

The Nomination Committee proposes that the AGM resolves to adopt the following principles for the appointment of the Nomination Committee and instructions to the Nomination Committee.

The Chairman of the Board of Directors shall contact the four largest shareholders in terms of votes based on Euroclear Sweden AB's list of registered shareholders at the end of the third quarter of the year before the AGM is held. The four largest shareholders shall be offered the opportunity to, within a reasonable time, each appoint a member to constitute the Nomination Committee for the period until a new Nomination Committee is appointed. If any of them does not exercise the right to appoint a member, the right to appoint such a member passes to the next largest shareholder in terms of votes, who does not already have the right to appoint a member of the Nomination Committee. Furthermore, if necessary, the Chairman of the Board of Directors shall be co-opted at the Nomination Committee's meetings.

The chairman of the Nomination Committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of votes. However, a Board member shall not be the chairman of the Nomination Committee.

The majority of the members of the Nomination Committee shall be independent in relation to the Company and the Company management. The CEO or another person from the Company management shall not be a member of the Nomination Committee. Board members shall not constitute a majority of the members of the Nomination Committee.

Fees shall not be paid to the members of the Nomination Committee. If necessary, the Company shall be responsible for reasonable costs for external consultants that the Nomination committee deems necessary for the Nomination Committee to be able to fulfil its assignment.

The composition of the Nomination Committee shall be announced as soon as the Nomination Committee has been appointed and no later than six months before the AGM. The information must be found on the Company's website, where it must also be stated how shareholders can submit proposals to the Nomination Committee.

A member of the Nomination Committee shall make his place available if the shareholder who has appointed this member is no longer one of the four largest shareholders, after which a new shareholder in order of magnitude shall be offered the opportunity to appoint a member. Unless there are special reasons, however, no changes shall be made in the composition of the Nomination Committee if only minor changes in the number of votes have taken place or if the change occurs later than two months before the AGM. If a member of the Nomination Committee voluntarily resigns from the assignment or if he is prevented from completing his assignment before its work is completed, the shareholder who appointed the resigning member shall appoint a successor, provided that the shareholder is still one of the four strongest shareholders in terms of votes represented in the Nomination Committee.

In connection with its assignment, the Nomination Committee shall fulfil the tasks incumbent on the Nomination Committee under the Swedish Code of Corporate Governance, and prepare and submit proposals to the AGM regarding: (a) Chairman of the AGM, (b) number of Board members, (c) Board members, (d) auditors, (e) the chairman of the Board of Directors, (f) board fees with a division between the chairman and other members as well as any possible fee for committee work, (g) fees to the auditor and (h) proposals for changes, if any, in the Nomination Committee's instructions prior to the forthcoming AGM.

 

Majority requirements

A valid resolution pursuant to Item 8 and 15-16 requires the approval of shareholders representing at least two thirds of the votes cast as well as of the shares represented at the AGM. A valid resolution pursuant to Item 14.A requires a majority of more than half of the votes cast at the AGM. A valid resolution pursuant to Item 14.B requires the approval of shareholders representing no less than nine-tenths of the votes cast as well as of the shares represented at the AGM. A valid resolution pursuant to Item 14.C requires a majority of more than half of the votes cast at the AGM.    

 

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors considers that this can be done without significant damage to the Company, at the AGM provide information on conditions that may affect the assessment of a matter on the agenda, conditions that may affect the assessment of the Company or subsidiary's financial situation and the Company's relationship with another group company.

 

DOCUMENTS

Accounting documents and auditors’ report for the Company and the group, as well as proposals for the resolutions and other documents according to the Swedish Companies Act will be available at the Company and at the Company’s website www.msab.com, no later than three weeks before the AGM and will be sent free of charge to those shareholders who request it and state their postal address.

 

PROCESSING OF PERSONAL DATA

For information regarding the processing of personal data in connection with the AGM, please refer to the privacy policy available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

N.B The English text is an unofficial translation. In case of any discrepancies the Swedish version of the text shall prevail.

* * *

Stockholm in April 2025

Micro Systemation AB (publ)

The Board of Directors