Modelon

Adoption of annual report, result allocation and discharge of liability
Annual general meeting decided to adopt the Modelon profit and loss account and the balance sheet for the financial year 2022. AGM also decided to carry forward the result, and to discharge the Board of Directors and the managing director from liability against the company for the financial year 2022.

Determination of remuneration to the Board of Directors and the auditor
Annual general meeting decided according to the proposal, that remuneration to the Board of Directors shall be SEK 450,000 to the Chairman of the Board and SEK 200,000 to each of the Board members, and that the auditors should be paid according to invoice.

Appointment of members of the Board of Directors and auditor
Annual general meeting decided according to the proposal that the Board shall consist of four members: Christer Ljungberg, Eric Bantegnie, Hilding Elmqvist, and Mark Shay. Christer Ljungberg was also elected as Chairman of the Board. The auditing company Ernst & Young AB was re-elected as auditor.

Resolution on instruction for the nomination committee until the general meeting 2024
Annual general meeting decided to approve the instruction for the work of the nomination committee according to the proposal included in the AGM notice.

Resolution on authorization for the board of directors to decide on issue of new shares, warrants and/or convertible instruments
Annual general meeting decided to authorize the board of directors to decide on new issue according to the proposal included in the AGM notice. The total number of new shares issued or added based on the authorization may not result in a total dilution of the number of shares and votes in the company with more than 10 %.

Resolution to implement a warrant-based incentive program for employees resident in Sweden
The general meeting resolved to implement a warrant-based incentive program for all employees in the Group resident in Sweden through (A) a resolution to issue warrants of series 2023/2027:1 to the company's wholly owned subsidiary Modelon Göteborg AB and (B) a resolution to approve transfers of warrants of series 2023/2027:1 from Modelon Göteborg AB to employees resident in Sweden.

Resolution to implement an employee stock option program for employees resident outside Sweden
The general meeting resolved to (A) implement an employee stock option program for all employees in the Modelon Group resident outside Sweden; and to (B) secure the Company’s obligations under the employee stock option program through a resolution to issue warrants of series 2023/2027:2 to the Company’s wholly owned subsidiary Modelon Göteborg AB and a resolution to approve transfers of warrants of series 2023/2027:2 from Modelon Göteborg AB.

Dilution from all share-related incentive programs
The maximum dilution is calculated based on the assumption that all employees offered to participate in the new programs would join, and that all outstanding warrants and employee stock options would be exercised for subscription/acquisition of shares. In such a case, the number of shares and votes in the Company would increase by 188,500 in total, which corresponds to a dilution of approx. 1.68 percent of the number of shares and approx. 0.79 percent of the number of votes the Company in total. Per today there are 11,016,471 shares in the Company. The total number of shares after dilution would then be 11,204,971.

Lund, May 16, 2023
Board of Directors
Modelon AB (publ)