Truecaller : Minutes from the 2024 AGM

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

MINUTES FROM THE ANNUAL

GENERAL MEETING IN TRUECALLER

AB (PUBL), REG. NO. 559278-2774,

ON 23 MAY 2024 AT 10.30 A.M., AT

THE COMPANY'S PREMISES AT

MÄSTER SAMUELSGATAN 56 IN

STOCKHOLM.

1. OPENING OF THE MEETING
   The board member Annika Poutiainen opened the meeting on behalf of the board and welcomed the shareholders.
2. ELECTION OF CHAIRMAN OF THE MEETING
   It was resolved to elect the board member Annika Poutiainen as chairman of the meeting in accordance with the proposal from the Nomination Committee. The company's Chief Corporate Affairs Officer Ola Espelund was appointed to keep the minutes.
   It was furthermore resolved that guests, primarily shareholders who have their shares trustee registered, shareholders who did not notify the company of their intention to participate in the meeting on time and certain employees, were allowed to attend the meeting as audience.
3. PREPARATION AND APPROVAL OF VOTING REGISTER
   A register of present shareholders, proxies and assistants according to Schedule 1A was prepared.
   The above-mentioned register according to Schedule 1A was approved as voting register of the meeting.
4. APPROVAL OF THE AGENDA
   The proposed agenda as set out in the notice to attend the meeting, Schedule 2, was presented and approved as the agenda for the meeting.
5. ELECTION OF ONE OR TWO PERSONS TO ATTEST THE MINUTES
   It was resolved that the minutes shall be verified by one person alongside the chairman. Mattias Lampe (representing Peak XV Partners) was elected as such person to verify the minutes.
6. DETERMINATION AS TO WHETHER THE MEETING HAS BEEN DULY CONVENED
   It was noted that the notice to attend the meeting, in accordance with the articles of association and the provisions of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), had been inserted in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) on 25 April 2024, that the notice to attend the meeting had been available at the company's website since 22 April 2024, and that the advert regarding the notice to attend the meeting had been inserted in Svenska Dagbladet on 25 April 2024.
   The meeting was declared duly convened.

1

SW43528090/5

1. ADDRESS BY THE CHIEF EXECUTIVE OFFICER
   CEO Alan Mamedi gave a speech on the company's operations after which the shareholders were given the opportunity to ask questions with regard to the CEO's speech.
2. PRESENTATION OF THE ANNUAL REPORT AND THE AUDITOR'S REPORT AND THE CONSOLIDATED ANNUAL REPORT AND THE AUDITOR'S REPORT ON THE CONSOLIDATED ANNUAL REPORT.
   The annual report, the auditor's report, the consolidated annual report and the consolidated auditor's report, as well as the statement by the auditor pursuant to Chapter 8, Section 54 of the Swedish Companies Act on the compliance of the applicable guidelines for remuneration to senior executives, were presented.
   In connection with the presentation of the accounts, Jennifer Rock-Baley from Ernst & Young AB presented the audit work.
3. RESOLUTION:
4. 1. IN RESPECT OF THE ADOPTION OF THE PROFIT AND LOSS STATEMENT AND THE BALANCE SHEET AND THE CONSOLIDATED PROFIT AND LOSS STATEMENT AND THE CONSOLIDATED BALANCE SHEET

It was resolved to adopt the income statement and the balance sheet included in the above- mentioned annual report and consolidated annual report.

1. IN RESPECT OF THE ALLOCATION OF THE COMPANY'S PROFITS AS SET FORTH IN THE ADOPTED BALANCE SHEET

It was resolved to allocate the company's results in accordance with the proposal from the board of directors, meaning that a dividend of SEK 1.70 shall be paid per series A share and series B share, and that the remaining available funds shall be carried forward. It was furthermore resolved that the record date for the dividend shall be 27 May 2024.

1. IN RESPECT OF DISCHARGE FROM LIABILITY OF THE BOARD MEMBERS AND THE CHIEF EXECUTIVE OFFICER

It was resolved that the members of the board of directors and the CEO should be discharged from liability for the management during the financial year 2023.

It was noted that the members of the board of directors and the CEO did not participate in the resolution regarding their own discharge from liability.

9. DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND THE NUMBER OF AUDITORS AND DEPUTY AUDITORS

The chairman of the Nomination Committee, Kamjar Hajabdolahi, presented the Nomination Committee's work and all of the Nomination Committee's proposals.

Staffan Ringvall, proxy for funds managed by Handelsbanken and Länsförsäkringar, requested that under item 11 the election of board members and chairman should take place separately. The chairman announced that the election of board members and the chairman would take place separately under item 11.

2

SW43528090/5

It was resolved in accordance with the proposal from the Nomination Committee that the board of directors shall be composed of five board members for the period up until the end of the next annual general meeting.

It was furthermore resolved in accordance with the proposal from the Nomination Committee that one registered accounting firm shall be appointed as auditor for the period up until the end of the next annual general meeting.

1. DETERMINATION OF REMUNERATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND AUDITORS
   It was resolved in accordance with the proposal from the Nomination Committee that board remuneration shall be paid with SEK 465,000 to the chairman of the board of directors and with SEK 350,000 to each of the other board members. It was furthermore resolved that remuneration for committee work shall be paid with SEK 235,000 to the chairman of the Audit Committee, with SEK 60,000 to each of the other members of the Audit Committee, with SEK 115,000 to the chairman of the Remuneration Committee, and with SEK 60,000 to each of the other members of the Remuneration Committee. Board remuneration shall not be paid to board members (including the chairman), who are employed by the company.
   It was finally resolved in accordance with the proposal from the Nomination Committee that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice.
2. ELECTION OF BOARD, CHAIRMAN OF THE BOARD, AND AUDITOR
   The chairman noted that information on the proposed members of the board of directors can be found in the annual report and on the company's website.
   It was thereafter resolved in accordance with the proposal from the Nomination Committee to re-elect Alan Mamedi, Annika Poutiainen, Helena Svancar, Nami Zarringhalam and Shailesh Lakhani as board members. It was noted that the current board member Bing Gordon had declined re-election.
   It was furthermore resolved to elect Nami Zarringhalam as chairman of the board of directors.
   It was finally resolved in accordance with the proposal from the Nomination Committee to re- elect Ernst & Young AB as auditor. It was noted that Ernst & Young AB has informed that the authorized public accountant Jennifer Rock-Baley will continue to be the auditor in charge.
   It was noted that 24,368,966 votes held by Handelsbanken Fonder, 23,897,598 votes held by Första AP-fonden, 14,050,000 votes held by Swedbank Robur, 7,893,325 votes represented by representatives of SEB, 2,239,948 votes held by Länsförsäkringar Fondförvaltning, and 26,000 votes held by Jörgen Dalén, corresponding to approximately 11.21 per cent of the votes at the meeting, voted against the proposal for election of the chairman of the board.
3. RESOLUTION ON APPROVAL OF REMUNERATION REPORT
   The chairman presented the board of directors' remuneration report for the financial year 2023 according to Schedule 3.
   It was thereafter resolved to approve the remuneration report in accordance with Schedule 3.

3

SW43528090/5

1. RESOLUTION ON ESTABLISHMENT OF PRINCIPLES FOR THE NOMINATION COMMITTEE
   The chairman presented the Nomination Committee's proposal regarding principles for the appointment of a Nomination Committee according to Schedule 4.
   Staffan Ringvall, proxy of funds managed by Handelsbanken and Länsförsäkringar, presented an alternative proposal for principles for the appointment of a Nomination Committee, whereby the Nomination Committee would consist of representatives of the four largest owners, instead of the three largest owners according to the Nomination Committee's proposal, which would otherwise remain unchanged.
   Voting was requested and taken.
   It was thereafter resolved in accordance with the proposal in Schedule 4.
   It was noted that 24,368,966 votes held by Handelsbanken Fonder, 23,897,598 votes held by Första AP-fonden, 14,050,000 votes held by Swedbank Robur, 2,239,948 votes held by Länsförsäkringar Fondförvaltning, and 26,000 votes held by Jörgen Dalén, corresponding to approximately 9.99 per cent of the number of votes at the meeting, voted in favour of the alternative proposal.
2. RESOLUTION ON AUTHORIZATION FOR THE BOARD OF DIRECTORS REGARDING ISSUES
   The chairman presented the board of directors' proposal regarding authorization for the board of directors to resolve on issues according to Schedule 5.
   It was thereafter resolved in accordance with the proposal in Schedule 5. It was noted that the resolution was supported by shareholders representing more than two-thirds of the votes cast as well as of all shares represented at the meeting.
3. RESOLUTION ON AUTHORIZATION FOR THE BOARD OF DIRECTORS REGARDING REPURCHASE AND TRANSFER OF SERIES B SHARES IN THE COMPANY
   The chairman presented the board of directors' proposal regarding authorization for the board of directors regarding repurchase and transfer of series B shares in the company according to Schedule 6, as well as the statement from the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
   It was thereafter resolved in accordance with the proposal in Schedule 6. It was noted that the resolution was supported by shareholders representing more than two-thirds of the votes cast as well as of all shares represented at the meeting.
4. RESOLUTION ON (A) REDUCTION OF THE SHARE CAPITAL BY WAY OF CANCELLATION OF OWN SHARES, AND (B) INCREASE OF THE SHARE CAPITAL BY WAY OF BONUS ISSUE
   The chairman presented the board of directors' proposal regarding resolution on (A) reduction of the share capital by way of cancellation of own shares and (B) increase of the share capital by way of a bonus issue according to Schedule 7, as well as the statement from the board of directors pursuant to Chapter 20, Section 13 of the Swedish Companies Act
   It was thereafter resolved in accordance with the proposal in Schedule 7. It was noted that the resolution was supported by shareholders representing more than two-thirds of the votes cast as well as of all shares represented at the meeting.

4

SW43528090/5

1. RESOLUTION ON IMPLEMENTATION OF EMPLOYEE STOCK OPTION PROGRAM 2024:1, DIRECTED ISSUE OF WARRANTS AND APPROVAL OF TRANSFER OF WARRANTS TO FULFIL THE COMPANY'S COMMITMENTS UNDER THE EMPLOYEE STOCK OPTION PROGRAM
   The chairman presented the board of directors' proposal regarding implementation of employee stock option program 2024:1, directed issue of warrants and approval of transfer of warrants to fulfil the company's commitments under the employee stock option program according to Schedule 8.
   It was thereafter resolved in accordance with the proposal in Schedule 8. It was noted that the resolution was supported by shareholders representing more than nine-tenths of the votes cast as well as of all shares represented at the meeting.
2. RESOLUTION ON IMPLEMENTATION OF SHARE PROGRAM AND HEDGING ARRANGEMENTS IN RESPECT OF THE PROGRAM
   The chairman presented the board of directors' proposal regarding implementation of share program and hedging arrangements in respect of the program according to Schedule 9 as well as the statement from the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
   It was thereafter resolved to implement a share program in accordance with item (A) and on hedging arrangements in respect of the program in accordance with item (B) in Schedule 9. It was noted that the resolution on item (B) was supported by shareholders representing more than nine-tenths of the votes cast as well as of all shares represented at the meeting. It was furthermore noted that the resolution by the general meeting in accordance with item (B) meant that the alternative proposal on hedging arrangements in the form of an equity swap agreement in accordance with item (C) lapsed.
3. RESOLUTION ON IMPLEMENTATION OF EMPLOYEE STOCK OPTION PROGRAM 2024:2, DIRECTED ISSUE OF WARRANTS AND APPROVAL OF TRANSFER OF WARRANTS TO FULFIL THE COMPANY'S COMMITMENTS UNDER THE EMPLOYEE STOCK OPTION PROGRAM
   The chairman presented the board of directors' proposal regarding implementation of employee stock option program 2024:2, directed issue of warrants and approval of transfer of warrants to fulfil the company's commitments under the employee stock option program according to Schedule 10.
   It was resolved to prepare a new voting register since Alan Mamedi and Nami Zarringhalam were covered by the proposal.
   A new register of present shareholders, proxies and assistants according to Schedule 1B was prepared.
   The above-mentioned register according to Schedule 1B of present shareholders, proxies and assistants was approved as new voting register of the meeting.
   It was noted that the proposal did not receive the required majority, why the item lapsed.
   It was further noted that 24,368,966 votes held by Handelsbanken Fonder, 14,050,000 votes held by Swedbank Robur, 3,595,514 votes represented by representatives of SEB, 2,239,948 votes held by Länsförsäkringar Fondförvaltning, and 26,000 votes held by Jörgen Dalén, corresponding to approximately 25.87 per cent of the number of votes at the meeting, voted against the board's proposal.

5

20. CLOSING OF THE MEETING

The chairman of the meeting declared the meeting closed.

____________________

(Signature page follows)

SW43528090/5

6

In fidem:

Confirmed by:

Ola Espelund	Annika Poutiainen
	(Chairman)

Mattias Lampe

SW43528090/5

7

Schedule 2

SW43402530/7

Press release 2024-04-22

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Notice of annual general meeting in Truecaller AB

The shareholders in Truecaller AB, Reg. No. 559278-2774, are hereby invited to attend the annual general meeting (Sw. årsstämma) to be held at the company's premises at Mäster Samuelsgatan 56 in Stockholm, Sweden, on Thursday 23 May 2024 at 10:30 a.m. CEST.

Right to participate in the meeting and notice of participation

Shareholders wishing to attend the annual general meeting must:

• be registered in the company's share register kept by Euroclear Sweden AB as of Wednesday 15 May 2024; and
• no later than on Friday 17 May 2024, notify the company of their intention to participate in the annual general meeting by mail to Computershare AB, "Truecaller's AGM", P.O. Box
  5267, SE-102 46 Stockholm, Sweden, by phone to [phone], by e-mail to [e-mail], or electronically on the company's website,
  (corporate.truecaller.com/governance/general-meetings). The notice should specify the complete name of the shareholder, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Friday 17 May 2024. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxies etc.

A proxy representing a shareholder must bring a written, dated and by the shareholder signed power of attorney to the annual general meeting. The validity term of the power of attorney may be at the longest five years if this is specifically stated. In case no validity term is stated, the power of attorney is valid for at the longest one year. Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. In order to facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation. A template power of attorney can be found at the company website (corporate.truecaller.com/governance/general-meetings)and will be sent by mail to the shareholders who request it and state their address.

SW43402530/7

Proposed agenda

1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Address by the chief executive officer.
8. Presentation of the annual report and the auditor's report and the consolidated annual report and the auditor's report on the consolidated annual report.
9. Resolution:
10. 1. in respect of the adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and the consolidated balance sheet;
    2. in respect of the allocation of the company's profits as set forth in the adopted balance sheet; and
    3. in respect of discharge from liability of the board members and the chief executive officer.
11. Determination of the number of board members and the number of auditors and deputy auditors.
12. Determination of remuneration for the members of the board of directors and auditors.
13. Election of board, chairman of the board, and auditor.
14. Resolution on approval of remuneration report.
15. Resolution on establishment of principles for the Nomination Committee.
16. Resolution on authorization for the board of directors regarding issues.
17. Resolution on authorization for the board of directors regarding repurchase and transfer of series B shares in the company.
18. Resolution on (A) reduction of the share capital by way of cancellation of own shares, and (B) increase of the share capital by way of bonus issue.
19. Resolution regarding implementation of employee stock option program 2024:1, directed issue of warrants and approval of transfer of warrants to fulfil the company's commitments under the employee stock option program.
20. Resolution on the implementation of a long-term share program and hedging arrangements in respect of the program.