Surgical Science Sweden

• To adopt the Company’s and the Group’s income statements and balance sheets for the financial year 2023, as set out in the annual report. The Board members and the CEO were discharged from liability for the financial year 2023.

• The Board of Directors' proposal for disposition regarding the company's profit was approved. No dividend will be paid for the financial year 2023 and the funds at the disposal of the Annual General Meeting will be carried forward.

• Re-election of Board members Roland Bengtsson, Jan Bengtsson, Thomas Eklund, Henrik Falconer, Elisabeth Hansson and Åsa Bredin and new election of Gisli Hennermark, in accordance with the Nomination Committee’s proposal. Roland Bengtsson was re-elected Chairman of the Board of Directors.

• Remuneration to Board members shall, in accordance with the Nomination Committee’s proposal, be SEK 350,000 to the Chairman of the Board of Directors and SEK 170,000 to each of the other Board members. The Board of Directors has announced that after the Annual General Meeting, it will appoint a Remuneration Committee and an Audit Committee. The AGM approved that remuneration shall be paid with SEK 85,000 to the Chairman of the Audit Committee, SEK 45,000 to each of the other members of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee and SEK 30,000 to each of the other members of the Remuneration Committee. No fees shall be paid to Board members who are employed by the Company.

• Re-election, in accordance with the Nomination Committee’s proposal, of the registered auditing company KPMG AB. The authorized public accountant Daniel Haglund will be auditor in charge.

• To adopt the Nomination Committee's proposal for new principles for the appointment of the members of the Nomination Committee. The changes in the new principles entail i) that the Nomination Committee is appointed one month earlier, ii) that the Chairman of the Board of Directors shall not formally be part of the Nomination Committee but shall be co-opted to the Nomination Committee's meetings, and iii) updated rules for handling changes in the three largest shareholders in terms of voting rights after the Nomination Committee has been appointed.

• To adopt the Board of Directors' proposal to implement a long-term incentive program for employees in the Group and executive management in Israel. The rationale of the incentive program is e.g. to contribute to higher motivation and commitment among the employees and to retain employees. The program comprises 300,000 warrants corresponding to a dilution of 0.58 percent. To enable the incentive program, the Annual General Meeting also resolved to issue 300,000 warrants to a subsidiary and to approve transfer of these warrants to participants of the program without consideration. Each warrant entitles the holder to subscribe for one (1) new share in the company. The subscription price of the share at the time of the utilisation of the warrant shall correspond to 120 percent of the Surgical Science share’s average volume-weighted closing price during the period from and including May 16, 2024 to and including May 29, 2024. The warrants can be exercised by notification of subscription for new shares during the period from and including June 14, 2027 to and including July 14, 2027.

• To adopt the Board of Directors' proposal to implement a long-term incentive program for executive management in Sweden. The rationale of the incentive program is e.g. to contribute to higher motivation and commitment among the employees and to retain employees. The program comprises 28,000 warrants corresponding to a dilution of 0.05 percent. To enable the incentive program, the Annual General Meeting also resolved to issue 28,000 warrants to a subsidiary and to approve transfer of these warrants to participants of the program without consideration. Each warrant entitles the holder to subscribe for one (1) new share in the company. The subscription price of the share at the time of the utilisation of the warrant shall correspond to 120 percent of the Surgical Science share’s average volume-weighted closing price during the period from and including May 16, 2024 to and including May 29, 2024. The warrants can be exercised by notification of subscription for new shares during the period from and including June 14, 2027 to and including July 14, 2027.

• Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to resolve on the issue of shares, corresponding in total to no more than 10 percent of the share capital.

Gothenburg, Sweden, May 16, 2024
Surgical Science Sweden AB (publ)
The Board of Directors

The press release, in its entirety, is available through the attachment or via:
https://surgicalscience.com/investor-relations/#press-releases

This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.