W5 Solutions

Adoption of the income statement and the balance sheet
It was resolved to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet for the financial year 2021.

Resolution on appropriation of the Company’s results
It was resolved that no dividends shall be paid and that all means available to the Annual General Meeting shall be carried forward.

Resolution on discharge from liability
It was resolved to grant discharge from liability for all members of the Board of Directors and the CEO for the management of the Company’s affairs during the financial year 2021.

Election of the Board of Directors and auditor
It was resolved that the number of members of the Board of Directors shall be five. The Annual General Meeting resolved to re-elect Anders Lundström, Stefan Kaiser, Jonas Rydin, and Peter Lundberg, and newly elect Magnus Söderström, as Board members for the period until the end of the next Annual General Meeting.

It was resolved to re-elect Anders Lundström as Chairman of the Board of Directors.

It was resolved to appoint an authorized auditing company without deputy auditors as auditors. The Annual General Meeting resolved to re-elect the authorized auditing company Crowe Osborne AB as the Company’s auditor for the period until the end of the next Annual General Meeting. The authorized public accountant Thomas Gustavsson will be the auditor-in-charge.

Remuneration to the Board of Directors and auditor
It was resolved that the fees to the Board of Directors shall be the following:

• SEK 200,000 to the Chairman of the Board of Directors; and
• SEK 100,000 to each of the remaining members of the Board of Directors

It was resolved that the auditor’s fee shall be payable in accordance with approved invoice.

Resolution on an authorization for the Board of Directors to resolve upon issues of shares etc.
The Annual General Meeting resolved, with the required majority, to authorize the Board of Directors to, within the limits for shares and share capital which apply at all times under the Company’s articles of association, on one or several occasions during the period until the next Annual General Meeting, resolve upon the issue of shares, warrants and/or convertibles with or without preferential rights for the shareholders, where the total number of new shares may not correspond to more than twenty-five (25) percent of the total number of outstanding shares in the Company at the time of the Annual General Meeting 2022. Such resolution may include conditions on payment in kind, by way of set-off, or in cash.

The purpose of the authorization and any potential deviation from the shareholders’ preferential rights is that it shall be possible to execute issues in a time-efficient manner in order to finance acquisitions of businesses or investments in new or current operations, as well as to satisfy the Company’s capital requirements and to increase the Company’s financial flexibility.

The Board of Directors, or such person appointed by the Board, is authorized to make any smaller adjustments to this resolution that may be necessary for the proper registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or due to other formal requirements.

Resolution on a change of the articles of association
The Annual General Meeting resolved to adopt new articles of association and thereby change the Company’s registered office from Stockholm Municipality to Nacka Municipality, and to include the possibility to hold general meetings in Nacka Municipality or Stockholm Municipality.