English translation for information purposes only. In case of discrepancy, the Swedish version shall prevail.

Minutes kept at the annual general meeting in ACROUD AB, reg. no. 556693-7255, held on Wednesday 17 May 2023 in Stockholm

  1. Opening of the meeting
    The meeting was declared open by Victoria Skoglund on behalf of the board.
  2. Election of chair of the meeting
    Victoria Skoglund was appointed as chair of the meeting. It was noted that Martin Rosén would keep the minutes at the meeting.
  3. Preparation and approval of the voting list
    The meeting resolved to approve the adjusted registration list to be established as voting register at the meeting, Appendix 1.
  4. Approval of the agenda
    The meeting approved the agenda proposed in the notice.
  5. Election of one or two persons to attest the minutes
    The meeting resolved to appoint Gustav Ahlgren to adjust the minutes together with the chair.
  6. Examination of whether the meeting has been duly convened The meeting was found to have been duly convened.
  7. Presentation of the annual report and auditor's report, and also the group accounts and auditor's report for the group

The annual report and the auditor's report for the company and the group regarding the financial year 2022, which had been available for more than three weeks before the meeting, were presented to the meeting.

8 a. Resolution on adopting the income statement and the balance sheet and consolidated income statement and the consolidated balance sheet

The meeting resolved to adopt the presented income statement and balance sheet for the company and the group respectively.

8 b. Resolution on allocation of the company's result according to the adopted balance sheet

The meeting resolved, in accordance with the proposal of the board of directors, that the company's profit shall be balanced in a new account and that no dividend shall be paid for the financial year 2022.

8 c. Resolution on discharge from liability for the directors of the board and the CEO

The meeting resolved to discharge the directors of the board and the CEO from liability for the 2022 financial year.

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9 a. Resolution on the number of directors and auditors

The meeting resolved, in accordance with the proposal from shareholders representing approximately 59,7 per cent of the shares and votes of the company (the "Shareholders"), that the board of directors shall consist of three directors without deputies and that the company shall have one auditor without deputy.

9 b. Resolution on election of directors and auditor

The meeting resolved, in accordance with the proposal from the Shareholders, on the re-election of Peter Åström and new election of Staffan Dahl and Richard Gale. Peter Åström was elected as chairman of the board.

The meeting also resolved to re-elect the accounting firm Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the next annual general meeting. It was noted that Öhrlings PricewaterhouseCoopers AB has stated that the authorised public accountant Aleksander Lyckow will continue as auditor-in- charge.

9 c. Resolution on fees to the board of directors and the auditor

The meeting resolved, in accordance with the proposal from the Shareholders, that a fee of SEK 350,000 will be paid to the chairman and a fee of SEK 200,000 will be paid to each of the members of the board of directors who are not employed by the company. Remuneration to the auditors shall be paid according to approved account.

  1. Resolution on authorisation for the board to resolve on issue of new shares
    The meeting resolved, in accordance with the proposal of the board of directors according to Appendix 2, to authorise the board of directors to issue shares.
    It was noted that the resolution was passed with the required majority, i.e. by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
  2. Closing of the meeting
    The chairman declared the meeting closed.

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By the minutes:

Adjusted:

________________________

________________________

Martin Rosén

Gustav Ahlgren

________________________

Victoria Skoglund

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Appendix 2

Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.

THE BOARD OF DIRECTORS' PROPOSAL FOR A RESOLUTION ON AUTHORISATION FOR THE BOARD TO RESOLVE ON ISSUE OF NEW SHARES

The board proposes that the meeting authorises the board to resolve on issue of new shares, with or without preferential rights for the company's shareholders, on one or more occasions during the period up to the next annual general meeting. The share issue may be in cash, and subject to the condition that new shares are paid for in kind or by set-off, or otherwise in accordance with Chapter 13, section 5, first paragraph (6) of the Companies Act. The total number of shares that can be issued under the authorisation may not exceed 60 million shares. The purpose of the authorisation is to strengthen the company's cash in a time-effective way and to facilitate acquisitions for which payment is in cash or with own shares.

The board, or a party appointed by the board, is proposed to be entitled to make any minor adjustments to the meeting's resolution that may be necessary in connection to the registration of the authorisation with the Swedish Companies Registration Office, or due to other formal requirements.

A valid resolution in accordance with this item requires that the resolution be supported by shareholders with at least two thirds of both the votes and the shares represented at the meeting.

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ACROUD AB (publ)

The board of directors

Attachments

Disclaimer

Acroud AB published this content on 17 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 May 2023 12:31:10 UTC.