Item 8. Determination of remuneration to the Board members and auditors

A major shareholder proposes that total remuneration shall amount to SEK 1,000,000 be paid to the members of the Board, of which SEK 250,000 is to be paid to the Chairman of the Board and SEK 150,000 to each of the other members.

Major shareholders propose that remuneration to the auditor shall be paid according to the approved invoice.

Item 9. Election of the Board of Directors and audit firm or auditor

The Board of Directors currently consists of four (4) ordinary members without deputies. A major shareholder proposes that the Board of Directors shall consist of six (6) ordinary members without deputies for the period until the end of the next Annual General Meeting.

For the period until the end of the next Annual General Meeting, re-election is proposed of the current Board members John d’Abo, Martin Lidgren and Thomas Lundin, and new election of Pär Gunnarsson, Patrik Högberg and Håkan Behmer. Svein Kjellesvik has declined re-election. Major shareholders propose the re-election of John d’Abo as Chairman of the Board.

For a presentation of the Board members that are proposed for re-election, please refer to the Company’s website, www.xer-tech.com.

Brief presentation of Pär Gunnarsson:

Pär Gunnarsson (born 1958) has extensive experience in security management and intelligence. Pär Gunnarsson has previously served as Senior Security Specialist at Ericsson and Vice President and Chief Security Officer (CSO) at Ericsson from 2007 to 2020, and prior to that served in the CFO Office on special projects. Before joining Ericsson, Pär Gunnarsson was Security Director at Tele2 from 2003 to 2006 and Head of Security at Telenordia AB from 1998 to 2001. He also served as an Intelligence Specialist at the Swedish Military Intelligence and Security Service (MUST) from 1991 to 1998. His key areas of expertise include security management, information security management and business continuity. Pär Gunnarsson holds no shares in the Company. He is independent in relation to the Company and its senior executives, and independent in relation to major shareholders.

Brief presentation of Patrik Högberg:

Patrik Högberg (born 1968) is an experienced international executive with a demonstrated history of working in the financial, security and cash services industry. Patrik Högberg currently runs his own consultancy firm since July 2025. He previously served as Country President, UK and Regional Vice President, Europe at Loomis from 2018 to 2023, and Regional President, Northern and Eastern Europe at Loomis from 2014 to 2017 and Country President of Loomis Sverige AB from 2009 to 2016. Before joining Loomis, Patrik Högberg held the position of Managing Director and CEO of Norstedts Juridik AB (Wolters Kluwer Scandinavia) from 2006 to 2009, and Managing Director at Svensk Kassaservice AB from 2001 to 2006. He has also held Board positions as Board President of ESTA (European Security and Transport Association) from 2019 to 2023, Board Member of CASH ESSENTIALS from 2019 to 2023, and Non-Executive Director of Recover Group from 2020 to 2021. Patrik Högberg has been a member of the Advisory Board of Stockholm Business School since 2015. He holds an Executive MBA from Stockholm University and is a Certified Non-Executive Director from the Stockholm School of Economics and Styrelseakademien. Patrik Högberg holds no shares in the Company. He is independent in relation to the Company and its senior executives, and independent in relation to major shareholders.

Brief presentation of Håkan Behmer:

Håkan Behmer (born 1964) has extensive experience in corporate management and tax law. Håkan Behmer was Tax Partner and Head of Tax Sweden at BDO Sweden from 2018 to 2023, with responsibility for the Tax Sweden business area. Håkan Behmer was recruited from PwC Sweden in 2015 to join Carnegie Investment Bank AB, where he served as Head of Tax and Legal for Privatbanken from 2015 to 2018. At PwC, where he joined in 2006 from his own practice, Håkan Behmer was a partner and tax lawyer working in the Greater Stockholm area. Since 2018, Håkan Behmer has also been an adjunct lecturer in commercial law and tax law at Lund University. He is also Chairman and a Board member of family-owned companies. Håkan Behmer holds no shares in the Company. He is independent of the Company and its senior executives, as well as independent of major shareholders.

Major shareholders propose re-election of the registered accounting firm BDO Sweden AB as auditor for the period until the next Annual General Meeting. BDO Sweden AB has informed that, in the event that BDO Sweden AB is re-elected as auditor, Filip Lundberg will remain as auditor in charge.

For further information, please contact:
Erik Herlyn, CEO Xer Tech Holding AB

+41 76 566 05 60

investors@xer-tech.com