Nilar International

Adoption of the income statement and the balance sheet

The AGM resolved to adopt the income statement and the balance sheet in Nilar and the consolidated income statement and the consolidated balance sheet.

Allocation of profit

The AGM resolved to dispose of the result in accordance with the board of directors' proposal in the annual report, i.e., that the result would be carried forward.

Discharge from liability

The board of directors and the CEO were discharged from liability for the financial year 2022.

Election of the board of directors, auditor and remuneration

The AGM resolved, in accordance with the nomination committee's proposal, that the board of directors shall comprise of seven directors without deputies. The AGM further resolved that the number of auditors shall be one registered audit firm.

Gunnar Wieslander, Marko Allikson, Peter Wesslau and John Häger were re-elected as directors, in accordance with the nomination committee's proposal. Britta Dalunde, Marie Fossum Strannegård and Per Johansson were elected as new directors. It was resolved to re-elect Gunnar Wieslander as chairman of the board. Stefan De Geer, Ulrika Molander and Helena Nathhorst have declined re-election.

The registered audit firm BDO Mälardalen AB was elected, in accordance with the nomination committee's proposal, as the Company's auditor for a period up until the end of the next annual general meeting. BDO Mälardalen AB has announced the authorized auditor Niclas Nordström as main responsible auditor.

It was resolved, in accordance with the nomination committee's proposal, that remuneration shall be paid to the board of directors and the members of the established committees in the following amounts:

• SEK 200,000 for each director (SEK 200,000 previous year) and SEK 500,000 to the chairman (SEK 500,000 previous year);
• SEK 50,000 for members of the remuneration committee (SEK 50,000 previous year), where the chairman of the board shall not receive any additional remuneration for participation in committee work; and

• SEK 100,000 for members of the audit committee (SEK 100,000 previous year) and SEK 150,000 for the chair of the audit committee (SEK 150,000 previous year).

It was further resolved that the auditor shall be entitled to a fee in accordance with approved invoice.

More information regarding the elected directors can be found on the Company's website and in the annual report for 2022.

Principles for the nomination committee

The AGM resolved, in accordance with the nomination committee's proposal, to adopt principles for the nomination committee and these are adopted until further notice

Guidelines for remuneration to senior executives

The AGM resolved, in accordance with the board of directors' proposal, to adopt guidelines for remuneration to senior executives. The guidelines are unchanged from the last annual general meeting.

Authorization for the board to resolve on issuances

The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, convertibles and/or warrants, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time when the authorization is used for the first time, to be paid in cash, through set-off or in kind. The reason for the authorization and deviation from the shareholders' preferential rights is to enable raising capital for expansion through acquisitions of companies or assets and for the business of the Company as well as to adapt the Company's capital and/or ownership structure. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.

For further details regarding the resolutions set out above, please refer to the notice, the nomination committee's full proposal and the annual report which are available at the Company's website, www.nilar.com.