MTI Investment

The Annual General Meeting (the "AGM") of MTI Investment SE, reg.no 517100-0135 (the "Company") was held today, on 7 June 2024, whereupon the shareholders primarily resolved on the following matters.

Adoption of the income statement and balance sheet

The AGM adopted the income statement and balance sheet, as well as the consolidated income statement and balance sheet for the financial year of 2023.

Dispositions regarding the Company's result according to the approved balance sheet

The AGM resolved that no dividend will be paid for the financial year 2023 and to allocate the Company's results in accordance with the Board of Directors' proposal in the annual report.

Discharge of liability for the members of the Board of Directors and the CEO

The AGM resolved to discharge each of the members of the Board of Directors and the CEO from liability for their administration during the 2023 financial year.

Board and Auditor Fees

The AGM resolved, in accordance with the proposal of the shareholders Pontus Engström and Trond Randøy (through companies) (the "Shareholders"), that no board fees shall be paid for the period up until the next AGM.

Furthermore, it was resolved, in accordance with the Shareholders' proposal, that auditor fees shall be paid on approved accounts according to the Board of Directors.

Election of the Board of Directors and Auditing Firm

The AGM resolved, in accordance with the Shareholders' proposal, that the board shall consist of five (5) ordinary members without deputies for the period up until the next AGM.

The AGM resolved, in accordance with the Shareholders' proposal, to re-elect Trond Randøy, Bengt Svelander and Christer Käck as ordinary board members, and to elect Martin Rex Empacher and Martin Ackermann as new ordinary board members, for the period up until the next AGM. The AGM further resolved, in accordance with the Shareholders' proposal, to re-elect Trond Randøy as chairman of the board.

The AGM further resolved, in accordance with the Shareholders' proposal, to re-elect the registered auditing firm Ernst & Young AB as the Company's auditor. It was noted that the authorized auditor Stefan Svensson will remain as the as the principal responsible auditor.

Approval of the Board of Directors' proposal regarding conversation from a European Company to a public limited liability company, amendment of the articles of association due to the conversion, and change of accounting currency

The AGM resolved, in accordance with the Board of Directors' proposal, to convert the Company from a European Company to a public limited liability company in accordance with Article 66.3 of the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company. It was noted that the board's proposal for the resolution on the conversion from a European Company to a public limited liability company was registered with the Swedish Companies Registration Office on 2 May 2024 and was announced in the Official Swedish Gazette on 6 May 2024.

The reason for the conversion is mainly to simplify the Company's accounting by changing the accounting currency from the euro ("EUR"), which is the mandatory accounting currency for Swedish European Companies, to Swedish kronor ("SEK").

In addition to the above, it was also resolved to change the Company's articles of association and to change the accounting currency from EUR to SEK. The amendments to the articles of association consisted of changing the Company's corporate name to MTI Investment AB (publ) and amendment of the provision regarding the board and its composition, in order to adapt the articles of association due to the fact that the Company will hereinafter be a public limited company. The new accounting currency in the form of SEK will be able to be used from 1 January 2025, onwards.

Introduction of Incentive Program 2024/2027A for senior executives and key personnel, directed issue of warrants, and approval of transfer of warrants

The AGM resolved, in accordance with the Board of Directors' proposal, on the introduction of incentive program 2024/2027A by the Company carrying out a directed issue of a maximum of 250,000 warrants of series 2024/2027A to the Company, with the right and obligation for the Company to transfer the warrants to senior executives and key personnel as follows.

Each warrant entitles the holder to subscribe for one (1) new share in the Company from June 10, 2027, to June 10, 2030, at a subscription price of SEK 3.27 per share.

Introduction of Incentive Program 2024/2027B for members of the Board of Directors, directed issue of warrants, and approval of transfer of warrants

The presented proposal for a resolution on introduction of Incentive Program 2024/2027B for members of the Board of Directors, b) directed issue of warrants, and c) approval of further transfer of warrants did not receive the required majority of nine-tenths (9/10) of both the votes cast and the shares represented at the meeting and the AGM thus resolved not to approve the presented proposal for resolution.

Approval of acquisition of shares in the portfolio company FinTech Africa AB from the Company's CEO and chairman of the Board (related party transactions) and directed share issue in kind

The AGM resolved, in accordance with the Board of Directors' proposal, to approve the Company's conditional acquisition of a total of 29,333 shares in the portfolio company FinTech Africa AB ("FTA"), which was announced through a press release on 2 May 2024, from the Company's CEO, Pontus Engström (through Engström Investment Holding AB) and the Company's chairman of the board, Trond Randøy (through Sørlandsforskning AS) (together "the Sellers"). The purchase price amounts to a total of 3,609,719 SEK and is paid in the form of 2,050,977 newly issued shares in the Company (corresponding to a subscription price of 1.76 SEK per share) to the Sellers through a directed share issue in kind, which the AGM also decided to carry out in accordance with the board's proposal in connection herewith, of which 1,584,817 shares were subscribed by Engström Investment Holding AB and 466,160 shares were subscribed by Sørlandsforskning AS.

Through the share issue in kind, the total number of shares in the Company increases by 2,050,977 shares, from 14,615,637 to 16,666,614. The share capital thus increases by 41,019.54 EUR, from 292,312.74 EUR to 333,332.28 EUR. The share issue in kind will result in a dilution of approximately 12.3 percent of the number of shares and votes in the Company.

Amendment of the articles of association

The AGM resolved, in accordance with the Board of Directors' proposal, to amend the articles of association as follows:

• Change of the Company's business purpose due to the Company's recent registration for VAT,
• Introduction of a new paragraph allowing the Company to hold digital general meetings in accordance with Chapter 7, Section 15 of the Swedish Companies Act (2005:551),
• Introduction of a new paragraph stating that the board may collect proxies according to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551) and that the board may decide that shareholders may exercise their voting rights by post before the general meeting,
• Re-numbering of paragraphs in the articles of association and a number of minor editorial and linguistic changes.

Authorization for the Board of Directors to resolve to issue shares, convertibles and/or warrants

The AGM resolved, in accordance with the Board's proposal, to authorize the Board of Directors to resolve on the increase of the Company's share capital through new issues of shares, convertibles, and/or warrants, with or without deviation from the shareholders' preferential rights, for the period until the next AGM. Payment may be made in cash, by set-off, in kind, or otherwise under conditions. The Company's share capital and number of shares may be increased by an amount and number within the limits of the articles of association at any given time.

The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights are to enable issues to meet the Company's capital needs and secure the Company's continued operations and development. In the event of deviation from the shareholders' preferential rights, the issue shall be made at market conditions, with the possibility of a market discount.

For more detailed information about the content of the resolutions, please refer to the notice available on the Company's website, https://www.mti-investment.com/investor-relations/.