Vestum

Adoption of the income statements and balance sheets
The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2023.

Dividends
The annual general meeting resolved on that no dividends will be paid for the financial year 2023 and that the result shall be carried forward.

Election of board members and determination remuneration to the board
Conny Ryk, Per Åhlgren, Johan Heijbel, Anders Rosenqvist, Helena Fagraeus Lundström and Siri Hane were re-elected as board members for the time until the close of the next annual general meeting. Conny Ryk was re-elected as chairman of the board for the same period.

In addition, the annual general meeting resolved that a remuneration of SEK 1,000,000 shall be paid to the chairman of the board and that SEK 250,000 shall be paid to the other elected board members, with the exception of board members that are employed by the company. It was further resolved that SEK 100,000 shall be paid to the chairman of the audit committee and SEK 50,000 shall be paid to each of the board members who are otherwise members of the audit committee. It was additionally resolved that SEK 50,000 shall be paid to the chairman of the remuneration committee and SEK 25,000 to each of the other members of the board of directors who are otherwise part of the remuneration committee.

Election of auditor and determination of remuneration to the auditor
The registered accounting firm Öhrlings PricewaterhouseCoopers AB was, in accordance with the nomination committee’s proposal, re-elected as the auditor of the company for the time until the close of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has informed the company that it intends to let Nicklas Renström proceed as the auditor in charge. The annual general meeting also resolved that remuneration to the auditor shall be paid against approved invoice.

Authorisation on issues of shares, warrants and convertible instruments
The annual general meeting resolved to authorise the board to, at one or several occasions during the period up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve upon the issuance of new shares, warrants and/or convertible instruments. The reason for the deviation from the shareholders’ preferential rights shall, in such case, be to satisfy the company's capital needs, secure the company's continued operations and development, and enable future acquisitions. The board of directors shall have the right to resolve that payments shall be made in in cash, in kind, through set-off or otherwise with conditions. In the event that new shares are issued with deviation from the shareholder’s preferential rights, the new share issue shall be carried out on market terms. The authorisation shall be limited so that the board of directors may not resolve upon issues of shares, convertibles or warrants that entail that the total number of shares that are issued, issued through conversion of convertibles or issued through exercise of warrants exceeds 10 per cent of the total number of shares in the company at the time the board of directors exercises the authorisation for the first time.

Authorisation on acquisitions and transfers of treasury shares
The annual general meeting resolved to authorise the board to, at one or several occasions during the period up until the next annual general meeting, resolve on acquisitions and transfers of treasury shares on the following terms.

Acquisitions may be made of a maximum of so many shares that the company’s holding of treasury shares, following the acquisition, amounts to a maximum of 10 per cent of all shares in the company. Acquisitions of treasury shares shall be made on Nasdaq Stockholm. Acquisitions of treasury shares shall be made at a price per share within the at each time prevailing price interval for the shares on Nasdaq Stockholm. Payment for acquired treasury shares shall be made in cash. Transfers may be made of treasury shares held by the company at the time of the board of directors’ resolution to transfer the shares. Transfers of treasury shares may be made by other means than on Nasdaq Stockholm. Transfers of treasury shares shall be made at market terms. Payment for treasury shares transferred may be made in cash, in-kind or by set-off. Transfers of treasury shares may be made with deviation from the shareholders’ preferential rights. The reason for an acquisition or a transfer of treasury shares, and the reason for any transfer with deviation from the shareholders’ preferential rights, shall be to: (i) optimise the company’s capital structure or (ii) use the shares as consideration (including earn-out consideration) in connection with, or as financing of, acquisitions of companies or businesses.

Other resolutions
The annual general meeting also resolved on:

• Discharge from liability for all board members and the managing director.
• Approval of the board’s remuneration report for 2023.
• That the instruction for the nomination committee adopted at the annual general meeting 2022 shall continue to apply until further notice.

Minutes of the meeting and complete resolutions
The minutes from the annual general meeting, including the complete resolutions, will be made available at the company and on the company’s website, www.vestum.se.