Qliro

Approval of the income statement and balance sheet

The meeting resolved to approve the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2023.

Remuneration report

The meeting resolved to approve the Board’s remuneration report pursuant to Chapter 8, section 53 a, of the Companies Act for the financial year 2023.

Dividend

The meeting resolved that no dividend should be paid for the financial year 2023.

Discharge from liability

The Board members and the Chief Executive Officer were discharged from liability for the financial year 2023.

Election of Board members and auditor

The meeting resolved to re-elect Patrik Enblad, Alexander Antas, Mikael Kjellman, Lennart Francke and Helena Nelson as Board members. Patrik Enblad was re-elected as Chairman of the Board of Directors.

The registered audit company KPMG AB was re-elected as auditor. KPMG AB has announced that authorized public accountant Magnus Ripa will be the auditor in charge.

Remuneration to the Board members and the auditor

The meeting resolved on the following remuneration and other compensation for Board assignments to Board members who are elected by the Annual General Meeting and not employed by the Company:

1. SEK 600,000 (600,000) the Chairman of the Board of Directors and SEK 300,000 (300,000) each of the other members of the Board of Directors
2. SEK 125,000 (125,000) to the Chairman and SEK 75,000 (75,000) to each of the other members of the risk-, capital-, audit- and compliance committee
3. SEK 50,000 (50,000) to the Chairman and SEK 25,000 (25,000) to each of the other members of the remuneration committee.

The meeting resolved that the auditor’s fees shall be paid against approved invoice.

Authorization for the Board of Directors to resolve on new issue of shares

The meeting resolved that the Board of Directors shall be authorized to, on one or several occasions, until the next Annual General Meeting resolve on new issues of shares, with or without preferential rights for the shareholders.

The number of shares that may be issued pursuant to the authorization may correspond to an increase of the share capital of twenty percent based on the number of shares in the company at the time of the Annual General Meeting’s resolution.

Payment may be made with cash, by way of contribution or set off or with other conditions as referred to in Chapter 13, section 5, first paragraph, item 6 of the Companies Act. The purpose of the authorization is to provide flexibility for acquisition of companies, businesses, or parts thereof.

The Board of Directors or the person appointed by the Board of Directors was authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Adoption of guidelines for remuneration to senior executives

The meeting resolved to adopt new guidelines for remuneration of senior executives in Qliro AB.

Resolution to carry out a directed issue of shares to participants in STIP 2023

The meeting resolved to carry out a directed issue of shares of not more than 107,600 new shares, entailing an increase in the share capital of not more than SEK 301,280.00. The right to subscribe for new shares shall vest in participants in STIP 2023. Each STIP 2023 participant is only entitled to subscribe for the number of shares corresponding to 45 percent of each individual’s outcome under STIP 2023. The reason for the deviation from the shareholders’ preferential rights is to fulfil the company’s obligations under STIP 2023 in a cost and capital efficient manner.

Resolution to carry out a directed issue of shares to participants in STIP 2024

The meeting resolved to carry out a directed issue of shares of not more than 370,000 new shares, entailing an increase in the share capital of not more than SEK 1,036,000.00. The right to subscribe for new shares shall vest in participants in STIP 2024. Each STIP 2024 participant is only entitled to subscribe for the number of shares corresponding to 45 percent of each individual’s outcome under STIP 2024. The reason for the deviation from the shareholders’ preferential rights is to fulfil the company’s obligations under STIP 2024 in a cost and capital efficient manner.

Resolution to adjust the allocation between participants in STIP 2024 and LTIP 2024

The meeting resolved to adjust the categories of participants that can be offered STIP 2024 and to adjust the allocation between the participants in LTIP 2024. The purpose of the adjustment is to enable participation for additional employees, including new recruits. The resolution to adjust the allocation between the participants in LTIP 2024 does not entail an increase or decrease of the total number of warrants in the programme.