Epiroc : Minutes AGM 2023

UNOFFICIAL TRANSLATION

Minutes from the Annual General Meeting of Shareholders in Epiroc AB, 556041-2149, (the "company") in Stockholm, May 23, 2023

§ 1

At the request of the Board the meeting was opened by Charlotte Levin, who was also elected Chair of the meeting. The board secretary Charlotta Grähs had been appointed to take the minutes.

§ 2

In addition to the Chair Mikael Wiberg were elected to approve the minutes of the meeting.

§ 3

The attached list was approved as the voting list at the meeting, Appendix 1.

§ 4

The agenda stated in the notice, Appendix 2, was approved.

§ 5

The meeting declared itself duly convened.

§ 6

The annual reports for the company and the group and corresponding auditor's reports were presented. The same applies to the auditor's statement regarding guidelines.

§ 7

The President and CEO made a speech. The opportunity was given to the shareholders to ask questions.

§ 8

1. The meeting resolved to approve the income statements and the balance sheets for the company and the group.
2. The meeting discharged the members of the Board of Directors and the president and CEO from liability for their management of the company's affairs during the 2022 financial year.
3. The meeting resolved in accordance with the Board's proposal of a dividend of SEK 3.40 per share, and the remaining amount of the undistributed profits to be carried forward. The meeting resolved that the dividend should to be paid out in two installments of SEK 1.70 each, with May 25, 2023 as the record day for the first installment and October 24, 2023 as the record date for the second installment.
4. The meeting resolved to approve the Board's remuneration report.

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§ 9

The meeting resolved that the number of directors elected by the annual general meeting until the end of the next annual general meeting should be ten directors and no alternate.

The meeting resolved to appoint one auditor.

§ 10

The meeting thereafter elected the following directors to serve until the end of the next annual general meeting:

Anthea Bath,

Lennart Evrell,

Johan Forssell,

Helena Hedblom,

Jeane Hull,

Ronnie Leten,

Ulla Litzén,

Sigurd Mareels and

Astrid Skarheim Onsum.

It was noted that Anders Ullberg declined re-election.

The meeting elected Ronnie Leten as chair of the Board.

The meeting elected the auditing company Ernst & Young AB as auditor until the end of the Annual General Meeting 2024.

It was noted that the employee representatives on the Board of Directors are Kristina Kanestad, Unionen, and Daniel Rundgren, IF Metall with Gustav El Rachidi, Ledarna, as the personal alternate for Kanestad and, Niclas Bergström IF Metall as the personal alternate for Rundgren.

§ 11

The meeting resolved to pay to members of the Board of Directors elected by the meeting and not employed by the company a fee of

SEK 2,585,000 to the chair of the Board and SEK 810,000 to each of the other directors, as well as compensation for committee service of:

• SEK 290,000 to the chair of the audit committee and SEK 190,000 to each one of the other members of this committee;
• SEK 135,000 to the chair of the remuneration committee and SEK 100,000 to each one of the other members of this committee; and
• SEK 70,000 to each non-executive director who, in addition, participates in committee work decided upon by the Board.

The meeting resolved that 50% of the board fee may be received in the form of synthetic shares in accordance with the Nomination Committee proposal.

The meeting further resolved that remuneration to the auditing company will be as per approved invoice.

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§ 12

The meeting approved the performance based personnel stock option plan for 2023 as proposed by the Board in the notice, Appendix 2. At the request by Andra AP-Fonden, it was noted that Andra AP-Fonden had not voted in favor of the stock option plan.

§ 13

The meeting resolved in accordance with the Board's proposal on mandates for acquisition and transfer of shares as set out in the notice, Appendix 2.

It was noted that the resolutions under sections 12 a), b), d) and e) in the agenda was supported by shareholders representing more than two thirds of the votes cast as well as the shares represented and that the resolution under section 12 c) was supported by shareholders representing more than nine tenths of the votes cast as well as the shares represented.

§ 14

The Chair declared the 2023 annual general meeting of shareholders of the company closed.

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Minutes taken by

________________________

Charlotta Grähs Approved by

Charlotte Levin

Mikael Wiberg