Bulletin from Simris Group AB’s annual general meeting

Income statements and balance sheets, disposition of the Company’s profit or loss and discharge from liability
The general meeting resolved to adopt the income statement and balance sheet for the fiscal year 2025 as presented in the annual report. Furthermore, the general meeting resolved, in accordance with the board of directors' proposal, that no dividend shall be paid and that the amount available at the general meeting's disposal should be carried forward to a new account.
 
Additionally, the general meeting resolved to grant discharge from liability to the board members and the managing director for their administration of the Company's affairs during the previous fiscal year.
 
Determination of fees for the board and auditors
The general meeting resolved that remuneration to non-employed board members elected by a general meeting shall be paid in the amount of SEK 140,000 to the chairman of the board and SEK 70,000 to each of the other board members. For any additional work performed within each board member’s area of expertise beyond the customary board duties, board members shall be able to receive special fees on market terms. Such fees shall where appropriate be performance-based and determined by the board.
 
The general meeting resolved that fees to the Company’s auditor shall be paid according to approved invoices in accordance with customary charging principles.
 
Election of the board of directors and auditors
The general meeting resolved that the board shall consist of six (6) members without deputies. Furthermore, the general meeting resolved to re-elect Jonathan Royce, Magnus Högström, Frank Puccio, Richard Todd, Julian Read and Hadrien Forterre as board members.
 
The general meeting also resolved that the Company shall have an authorised public accounting firm without deputies and to elect the authorised public accounting firm BDO Mälardalen AB. BDO Mälardalen AB has announced that Carl-Johan Kjellman will be appointed as auditor in charge.
 
Amendment of the articles of association
The general meeting resolved to increase the Company's permitted minimum share capital from SEK 5,500,000 to SEK 13,475,000 and to increase the Company’s permitted maximum share capital from SEK 22,000,000 to SEK 53,900,000 by amending § 4 of the articles of association.
 
The general meeting further resolved to increase the permitted minimum number of shares in the Company from 625,000,000 shares to 1,347,500,000 shares and to increase the permitted maximum number of shares in the Company from 2,500,000,000 shares to 5,390,000,000 shares by amending § 5 of the articles of association.
 
Authorisation for the board to decide on issue of shares, convertibles and/or warrants
The general meeting resolved to authorise the board of directors to, on one or more occasions, during the period until the next annual general meeting, decide to increase the Company’s share capital. The increase in the share capital may take place through a new issue of series B shares and/or convertibles and/or warrants that entitles the conversion or new subscription of series B shares. The board of directors shall be able to decide on such an issue with a deviation from the shareholders’ preferential rights and/or with provision for cash payment or payment in kind or set-off. Issuance in accordance with this authorisation must take place at the market subscription price. The board of directors shall have the right to determine the conditions in general for the issue in accordance with this authorisation and who shall have the right to subscribe for new shares, convertibles and/or warrants.