OEM International

Share dividend
The Annual General Meeting decided, according to the board's proposal, to pay a dividend of SEK 1.75 per share and to set the record date as April 28, 2025.

Remuneration
The Annual General Meeting decided on remuneration to the board that amounts to a total of SEK 2,750,000, of which SEK 750,000 to the chairman of the board and SEK 400,000 to the other members. Remuneration for assignments as chairman of the audit committee is SEK 100,000. No other compensation for committee work is paid. The auditor's fee is paid according to approved invoices.

Board members
Jörgen Rosengren were re-elected as board members and Christopher Norbye, Thijs Bakker, Martin Gaarn Thomsen, Mattias Wittkowski and Albert Gustafsson elected as new board members.

Chairman of the Board
Christopher Norbye was elected chairman of the board.

Auditor
The auditing firm KPMG AB was elected as auditor until the next annual general meeting, with Olle Nilsson as responsible auditor.

Nomination committee
OEM International AB (publ) (the “Company”) shall have a nomination committee consisting of one member appointed by each of the four largest shareholders, based on ownership in the Company on 31 August each year (based on the shareholders’ register maintained by Euroclear Sweden and other reliable ownership information provided to the Company). If any shareholder renounces its right to appoint a member to the nomination committee, such right shall transfer to the shareholder who is the next largest shareholder in the Company. An offer to appoint a member to the nomination committee, as a result of a larger shareholder renouncing its right, can only be directed to the Company’s six largest shareholders in terms of ownership in the Company. The chairman of the Company’s board of directors (the “Board”) shall be co-opted to the nomination committee and shall also convene the first meeting of the nomination committee. The composition of the nomination committee for the annual general meeting shall be announced no later than six months before the annual general meeting.

The member appointed by the largest shareholder shall be appointed chairperson of the nomination committee, unless the nomination committee unanimously appoints someone else. The chairman of the nomination committee shall not be a Board member of the Company.

Authorization new issue shares, convertible bonds and warrants
The Board was authorized to, during the period until the next annual general meeting and on one or more occasions, resolve upon issuances of new shares, convertible bonds and/or warrants. If such issue is made with deviation from the shareholders’ preferential rights, the authorization may only be utilized to the extent that the number of shares, convertible bonds and/or warrants issued corresponds to a dilution of not more than 10 percent of the number of shares as of the first exercise of the proposed authorization, after full exercise of the proposed authorization.

New issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorization is to provide flexibility for acquisitions of companies, businesses or parts thereof, as well as to increase financial flexibility for OEM

Authorization and decision on acquisition of own shares
The board was authorized to acquire up to 10% of the company's shares through purchases on NASDAQ Stockholm, and, if the Board finds it appropriate, to sell all or some of the purchased shares on NASDAQ Stockholm, or alternatively, to use purchased shares as liquid assets in the event of a business combination.

Acquisitions and transfers of shares shall be made at a price within the registered price range on the stock exchange at the time of purchase. The authorization shall remain in effect until the next Annual General Meeting

OEM International AB holds 289,885 series B shares as of the date of the general meeting, which constitute 0.3 percent of the issued shares and 0.1 percent of the number of votes. The total number of shares in OEM International AB, including the company's holdings, amounts to 139,015,854.

Decision on the issuance of call options on repurchased shares and the transfer of repurchased shares to management personnel
The Annual General Meeting decided to, in accordance with the board's proposal, adopt a long-term incentive program covering approximately 50 management personnel in the OEM group. The decision means that the company, deviating from the shareholders' preferential right, offers the option holders to acquire up to 200,000 of the company's repurchased series B shares. These give the right to acquire the corresponding number of shares during the period from and including March 1, 2028 to and including June 15, 2028, which corresponds to approximately 0.14 percent of the total number of shares and approximately 0.05 percent of the total number of votes in the company. The purchase price for the shares upon exercise of the option must correspond to 120 percent of the volume-weighted average of the price paid for the company's series B shares during the period from and including May 5, 2025 to and including May 16, 2025. The company has a right to buy back the call options from the holder if the option holder does not wish to use all acquired purchase options and reports this to the company. Acquisition of options must take place at a price which at any time corresponds to the market value, as highest.

Amendment of the articles of association
One new paragraph in the articles of association, § 13. The new § 13 authorizes the Board to resolve that persons not being shareholders shall be entitled to attend general meetings.

Next report
Interim report January-June 2025 will be released on 14 July 2025 at 11.00.

Tranås April 24, 2025
OEM International AB (publ)