Notice of Annual General Meeting in Sveafastigheter AB (publ)

Right to participate in the Annual General Meeting and notice of participation

Participation at the venue

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 12 May 2025, and (ii) no later than 14 May 2025 give notice by post to “AGM” c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, via e-mail to GeneralMeetingService@euroclear.com, by BankID verification via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/ or by telephone
+46 (0)8-402 91 33. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.sveafastigheter.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 19 May 2025.

Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 12 May 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 14 May 2025 are taken into account when preparing the share register.

Proposed agenda

1. Opening of the Annual General Meeting;
2. Election of chairperson of the Annual General Meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda;
5. Election of one or two persons who shall approve the minutes;
6. Determination of whether the Annual General Meeting has been duly convened;
7. Presentation by the CEO;
8. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements;
9. Resolution regarding:

1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
2. allocation of the company’s result pursuant to the adopted balance sheet, and adoption of the record day for distribution of dividend
3. discharge from liability of the board members and the CEO;
   1. Resolution regarding the number of board members and the number of auditors;
   2. Resolution regarding the fees to the Board of Directors and the auditor;
   3. Election of board members and election of the chairperson of the Board of Directors
   4. Election of auditor;
   5. Proposal regarding principles of appointing the Nomination Committee;
   6. Resolution on guidelines for compensation to the executive management;
   7. Resolution regarding authorization for the Board of Directors to resolve on new share issues;
   8. Resolution regarding authorization for the Board of Directors to resolve on repurchase and transfer of own shares;
   9. Resolution to introduce a long-term incentive program for the company's executive management and key individuals
   10. Closing of the Annual General Meeting.

Proposed resolutions

Proposals of the Nomination Committee

Item 2 and 10 to 13 – Election of chairperson of the Annual General Meeting, resolution regarding the number of board members and the number of auditors, resolution regarding the fees to the Board of Directors and the auditor, election of the board members and chairperson of the Board of Directors, election of auditor

The Nomination Committee of Sveafastigheter consisting of Lennart Sten, chairperson of the Nomination Committee (appointed by Samhällsbyggnadsbolaget i Norden AB), Johannes Wingborg (appointed by Länsförsäkringar Fondförvaltning AB), Göran Larsson (appointed by Weland Holding AB), Nils Hast (appointed by Odin Fonder) and Peter Wågström (chairperson of the company) proposes the following:

• Rikard Lindahl, member of the Swedish Bar Association, from Advokatfirman Vinge, shall be elected as chairperson of the Annual General Meeting.
• the number of board members elected by the General Meeting shall be seven (previously six) without any alternate board members.
• an authorized audit firm shall be appointed as auditor, without any alternate auditors.
• the auditor's fee is proposed to be paid in accordance with approved invoice.
• re-election of Ernst & Young AB as the company's auditor for the period until the end of the next Annual General Meeting. Ernst & Young AB has announced that if the Annual General Meeting approves the proposal, Jonas Svensson will be the auditor in charge. The proposal is in accordance with the Audit Committee's recommendation.

The Nomination Committee proposes that the fees to the Board of Directors, including compensation for committee work, shall amount to not more than SEK 4,770,000 for the period until the end of the next Annual General Meeting, to be allocated as follows: SEK 800,000 (previously SEK 800,000) to the chairperson of the Board of Directors and SEK 400,000 (previously SEK 400,000) to each of the other board members, SEK 100,000 (previously SEK 100,000) to the chairperson of the Audit Committee and SEK 70,000 (previously SEK 70,000) to each of the other members of the Audit Committee. Furthermore, it is proposed that an additional one-time payment be granted to the board members who are proposed for re-election, equivalent to half a year's remuneration for each respective board member.

The Nomination Committee proposes re-election of Peter Wågström, Per O. Dahlstedt, Peder Johnson, Sanja Batljan, Christer Nerlich and Jenny Wärmé, and new election of Leiv Synnes, as board members for the period until the end of the next Annual General Meeting. Furthermore, Peter Wågström is proposed to be re-elected as chairperson of the Board of Directors.

Leiv Synnes
Year of birth: 1970
Education and work experience: Degree of Master of Science in Business and Economics, Umeå University. Experience as CFO, vice CEO Akelius Residential Property AB, CEO and board member Akelius Skog AB, board member or chairperson of closed or sold companies within the Akelius sphere and CFO and business development manager Akelius Residential Property AB.
Other current assignments: CEO of Samhällsbyggnadsbolaget i Norden AB and chairperson of the board and board member of several subsidiaries within the SBB Group.
Shareholding in the company as of 31 March 2025 (private holding): 547,942 shares
Independent of the company and its management: Yes
Independent in relation to the company's major shareholders: No

Information about the persons proposed by the Nomination Committee to be re-elected as board members is set forth on the company’s website, www.sveafastigheter.se.

Proposal regarding principles of appointing the Nomination Committee (item 14)
The Board of Directors proposes that the Annual General Meeting resolves on principles for the appointment of the members of the Nomination Committee as set out below.

The Nomination Committee shall consist of the chairperson of the Board of Directors together with one representative of each of the three largest shareholders listed in the shareholders’ register maintained by Euroclear Sweden as of the expiry of the third quarter of the financial year as well as other reliable ownership information provided to the company at the said time. Should any of the three largest shareholders renounce its right to appoint a representative to the Nomination Committee, such right shall transfer to the shareholder who then in turn, after these three, is the largest shareholder in the company. If such shareholder does not wish to appoint a member, the next largest registered shareholder in terms of voting rights, or otherwise known etc., shall be approached. If the chairperson of the company's Board of Directors is employed by or is otherwise not independent of one of the shareholders who is among the shareholders entitled to appoint a member, that shareholder shall not be entitled to appoint a member. The chairperson of the company is then deemed to be appointed by that shareholder.

The chairperson of the board shall convene the Nomination Committee. The member representing the largest shareholder shall be appointed chairperson of the Nomination Committee, unless the Nomination Committee unanimously appoints someone else. The chairperson of the Nomination Committee shall have a casting vote in the event of a tie.

Should a shareholder having appointed a representative to the Nomination Committee no longer be among the three largest shareholders at a point in time falling two months before the Annual General Meeting at the latest, the representative appointed by such shareholder shall resign and the shareholder who is then among the three largest shareholders shall have the right to appoint one representative to the nomination committee. If, less than two months before the Annual General Meeting, a shareholder who has appointed a member of the Nomination Committee has disposed of a significant proportion of its shareholding so that it is no longer one of the three largest shareholders in terms of voting rights, the representative appointed by that shareholder shall resign. The chairperson of the Nomination Committee shall then contact the largest shareholder in terms of votes who has not previously been offered a seat. If this shareholder does not wish to appoint a member, the matter shall be passed on to the next shareholder in line, etc.

Unless there are specific reasons otherwise, the already established composition of the Nomination Committee shall, however, remain unchanged in case such change in the ownership is only marginal or occurs during the two-month period prior to the Annual General Meeting. Where a shareholder has become one of the three largest shareholders due to a material change in the ownership at a point in time falling later than two months before the Annual General Meeting, such shareholder shall, however, in any event be entitled to appoint a representative who shall have the right to take part in the work of the Nomination Committee and participate in its meetings. Should a member resign from the Nomination Committee before the nomination committee’s work is completed and the Nomination Committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder, or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Shareholders who have appointed a representative to be a member of the Nomination Committee shall have the right to dismiss such member and appoint a new representative of the Nomination Committee. Changes to the composition of the Nomination Committee must be announced immediately.

The composition of the Nomination Committee for the Annual General Meeting shall normally be announced no later than six months before that meeting. Remuneration shall not be paid to the members of the Nomination Committee. At the request of the Nomination Committee, the company shall provide human resources such as a secretarial function in the Nomination Committee to facilitate the work of the Nomination Committee. The company shall also be able to pay reasonable costs, for example for external consultants, which the Nomination Committee deems necessary in order to fulfill the Nomination Committee's assignment. The term of office for the Nomination Committee ends when the composition of the following Nomination Committee has been announced.

Proposals of the Board of Directors

Resolution regarding allocation of the company’s result pursuant to the adopted balance sheet, and adoption of the record day for distribution of dividend (item 9.b)
The Board of Directors proposes that the profit for the year be carried forward and that no dividend shall be paid for the financial year 2024.

Resolution on guidelines for compensation to the executive management (item 15)
The executive management fall within the provisions of these guidelines. The executive management refer to the CEO and other members of the company management. In the event that a board member performs work for Sveafastigheter, in addition to board responsibilities, consultancy fees or other forms of remuneration may be issued for such work. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2025. These guidelines do not apply to any remuneration decided or approved by the Annual General Meeting.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
The company’s business strategy is to own, manage and develop residential properties with a long-term perspective and cash flows that generate a positive return over time. For more information regarding the company’s business strategy, please see www.sveafastigheter.se.

A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.

Variable cash remuneration covered by these guidelines shall aim at promoting the company’s business strategy and long-term interests, including its sustainability.

Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the Annual General Meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 100 percent of the fixed annual cash salary. Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 percent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors.

For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 percent of the fixed annual cash salary. For the other executive management, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 percent of the pensionable salary, unless higher percentages result from mandatory collective agreement provisions.

Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Such benefits shall not constitute a substantial part of the total remuneration.

For employments governed by rules other than Swedish, appropriate adjustments may be made to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Termination of employment
The notice period may not exceed twelve months if notice of termination of employment is made by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the CEO’s fixed cash salary for one year, and six months for the other executive management. The period of notice may not to exceed twelve months without any right to severance pay when termination is made by the executive.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall amount to not more than 100 percent of the average monthly salary (including fixed salary and any variable remuneration) at the time of termination of employment and be paid during the time the non-compete undertaking applies, however not for more than twelve months following termination of employment.

Criteria for awarding variable cash remuneration, etc.
The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development. The Board of Directors shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on incorrect grounds.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The Board of Directors is responsible for the evaluation so far as it concerns variable cash remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.

Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to the executive management and remuneration to other employees will be disclosed in the remuneration report, where applicable.

The decision-making process to determine, review and implement the guidelines[1]
The Board of Directors of Sveafastigheter fulfills the tasks of the remuneration committee in their entirety. The Board of Directors’ tasks related to this includes preparing proposals for guidelines for compensation to the executive management. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Board of Directors shall also monitor and evaluate programs for variable remuneration for the company management, the application of the guidelines for compensation to the executive management as well as the current remuneration structures and remuneration levels in the company. In order to avoid conflicts of interest, the members of the Board of Directors who participate in the processing of and decisions regarding remuneration matters for the executive management shall be independent of the company and its management. The CEO and other members of the management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the Board of Directors’ tasks include preparing remuneration-related matters. This includes any resolutions to derogate from the guidelines.

Resolution regarding authorization for the Board of Directors to resolve on new share issues (item 16)
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, up until the next Annual General Meeting, on one or several occasions, resolve on increasing the company’s share capital by way of share issue to such an extent that it corresponds to a dilution which corresponds to maximum 10 percent, based on the number of shares that are outstanding at the time of the Annual General Meeting’s resolution on the authorization, after full exercise of the hereby proposed authorization.

New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorization is to increase the company’s financial flexibility and to enable the company to make payment with own shares in connection with any acquisition of a company or business operations that the company may conduct. In the event of issuances that deviate from the shareholders’ preferential rights, the starting point for determining the issuance price shall be the prevailing market conditions at the time when shares are issued.

The CEO shall be authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Resolution regarding authorization for the Board of Directors to resolve on repurchase and transfer of own shares (item 17)
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, up until the next Annual General Meeting, on one or several occasions, resolve to purchase own shares so that the company’s holding, at any given time, does not exceed 10 percent of the total number of shares in the company. The shares shall be purchased on Nasdaq Stockholm and may only be acquired to a price per share within the applicable share price range, i.e. the range between the highest purchase price and the lowest selling price.

In addition, it is proposed that the Annual General Meeting authorizes the Board of Directors, up until the next Annual General Meeting, on one or several occasions, to resolve on transfer (sell) of own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the applicable price range, i.e. the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or on other conditions. Upon such transfers in other ways, the price shall be established so that it is not below market price. However, a standard discount to the stock market price may be applied, in line with market practice. Transfers of own shares may be made in a number which does not exceed such number of shares that is held by the company at the time of the Board of Directors’ resolution regarding the transfer.

The purpose of the authorization to repurchase and transfer own shares is to give the Board of Directors increased scope for action and the opportunity to continuously adjust the company's capital structure and thereby contribute to increased shareholder value, as well as to exploit attractive business opportunities by fully or partially financing corporate acquisitions with the company’s own shares.

The decision is conditional on the Uplisting as described below being completed before 31 October 2025.

The CEO shall be authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Resolution to introduce a long-term incentive program for the company's executive management and key individuals (item 18)
The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term incentive program based on performance-based share rights for employees of the Sveafastigheter group, (the "Share Rights Program 2025") in accordance with item 18a). The Board of Directors further proposes that the Annual General Meeting resolves on hedging arrangements in accordance with items 18b) and 18c) under the conditions set out below. All resolutions under item 18 are proposed to be conditional upon each other and are therefore proposed to be adopted jointly.

In connection with the company's listing on Nasdaq First North Premier Growth Market in the fourth quarter of 2024, the ambition to change trading venue to Nasdaq Stockholm's main list within twelve months was communicated (the "Uplisting"). In light of this, the Board of Directors proposes that the Annual General Meeting resolves on alternative hedging measures for the Share Rights Program 2025 based on the Uplisting either being completed within the time limit or not. The alternatives proposed are (i) a structure based on C-shares in accordance with item 18b) below, together with the possibility to transfer any shares repurchased under the authorization in accordance with item 17 above, and (ii) a structure based on warrants. The resolutions under (i) above require that the company's shares are admitted to trading on a regulated market and are conditional upon the company's shares being admitted to trading on Nasdaq Stockholm no later than 31 October 2025. The resolution under (ii) is thus conditional upon the Uplisting not being completed before 31 October 2025.

The Board of Directors intends to annually present a similar proposal for a long-term incentive program for the company's executive management and key individuals in accordance with the terms of the Share Rights Program 2025.

Item 18a) – Adoption of a long-term incentive program for the company's executive management and key individuals

The program in brief
The Share Rights Program 2025 is proposed to include, both current and future, executive management and other key individuals, meaning that a maximum of 15 individuals within the Sveafastigheter group will be able to participate (the "Participants"). The Participants will be given the opportunity to receive shares free of charge within the framework of the Share Rights Program 2025, so-called "Performance Shares", in accordance with the terms and conditions set out below.

Within the framework of the Share Rights Program 2025, the company may allot Participants rights to Performance Shares, which means that, subject to certain conditions being met, the right to receive one (1) Performance Share free of charge (“Share Rights”).

Background and rationale
The purpose of the Share Rights Program 2025 is to create the conditions for attracting, motivating and retaining competent employees within the Sveafastigheter group and to increase the coherence between the employees’, shareholders’ and the company’s objectives, as well as to increase the motivation to reach and exceed the company’s financial and non-financial targets. The Share Rights Program 2025 has been designed so that the program includes both current and future executive management and other key individuals.

By offering Share Rights that are based on a combination of net operating income development of the comparable portfolio and relative total return performance of the company in relation to a selected reference group, the Participants are rewarded for increased shareholder value/value-creating measures. The Share Rights Program 2025 also rewards employees' continued loyalty and thus the long-term value growth of the company. Further, the Board of Directors considers that the Share Rights Program 2025 will have a positive effect on the future development of the Sveafastigheter group and will consequently be beneficial for both the company and its shareholders.

Terms and conditions
A Share Right may be exercised provided that the Participant, with certain exceptions, from the start of the Share Rights Program 2025 for each Participant, up until and including the date three (3) years thereafter (the "Vesting Period"), is still employed by the Sveafastigheter group. The last day for the start of the Share Rights Program 2025 shall be the day before Sveafastigheter’s Annual General Meeting 2026. In addition to the requirement of the Participant's continued employment as set out above, the final number of Performance Shares that each Participant is entitled to receive shall also be subject to performance conditions as set out below (the “Performance Conditions”). The Performance Conditions shall be fulfilled during the measurement period 1 January 2025–31 December 2027 (the "Measurement Period").
(i) Performance Condition 1: fifty (50) percent of the Performance Shares will vest based on a performance metric that measures the relative growth of shareholders' total return ("Total Shareholder Return" or "TSR")[2] on a scale from median to upper quartile, whereby the company's TSR is compared with the corresponding TSR for a group of reference companies (the "Reference Group")[3]. TSR is measured for each company in the Reference Group as the growth in the share price plus reinvested dividends. The measurement is based on an average of the share price during the three months prior to the first day of the Measurement Period and is compared with an average of the share price during the three months prior to the last day of the Measurement Period. Participants will receive allotment as set out below after the end of the Vesting Period.

• If the company's TSR is in the upper quartile relative to the Reference Group, the Participant will receive full allotment of the half of the Performance Shares allotted under Performance Condition 1.
• If the company's TSR is the same as the median in the Reference Group, the Participant will receive one third (1/3) of the full allotment of the half of the Performance Shares allotted under Performance Condition 1, whereby the number of Performance Shares shall be rounded up to a whole number.
• If the company's TSR is between the median and the upper quartile relative to the Reference Group, the Participant will receive a pro-rata share depending on the company's TSR between one third (1/3) of full allotment under Performance Condition 1 (median) and full allotment of the half of the Performance Shares (upper quartile) allotted under Performance Condition 1, whereby the number of Performance Shares shall be rounded up to a whole number.
• If the company's TSR is lower than the median in the Reference Group, the Participant will not receive an allotment of the half of the Performance Shares allotted for under Performance Condition 1.

(ii) Performance Condition 2: fifty (50) percent of the Performance Shares will vest based on net operating income development in relation to the comparable portfolio (“Net Operating Income Development”), which is compared to the average consumer price index[4] (“CPI”) during the Measurement Period. The Participants will receive allotment after the end of the Vesting Period. Depending on how the company's Net Operating Income Development relates to CPI during the Measurement Period, the Participant may receive full allocation (maximum level), no allocation (below the minimum level), or pro-rata allocation (from the minimum level up to the maximum level) of the half of the Performance Shares allotted under Performance Condition 2. For stock market and competitive reasons, the minimum and maximum levels for Performance Condition 2 are not specified. Information on the Performance Condition 2 and the outcome will be communicated to the shareholders after the expiry of the Share Rights Program 2025.

The Board of Directors shall be entitled to decide that all or certain Share Rights shall be canceled or reclaimed if the company's TSR and/or reporting of Net Operating Income Development is the result of intentional or significantly misleading inaccuracies in the financial reporting or gross misconduct. The Board of Directors shall also, in exceptional cases, be able to reduce or postpone the vesting of the Performance Shares if the company's TSR and/or Net Operating Income Development, according to the Board of Directors, does not reflect the underlying business performance.

In order to further increase the alignment of interests with shareholders, Participants shall over time build up a holding of the company's shares corresponding to the value of three (3) months' salary of each person's base salary, with exception to the CEO who over time shall build up a holding of the company's shares corresponding to the value of six (6) months' salary of the CEO’s base salary, calculated based on the value after tax. The Board of Directors shall have the right to waive this condition in certain circumstances, e.g. if the Participant's employment is terminated due to long-term illness.

The Share Rights shall, in addition to what is set out above, be governed by the following terms and conditions:

• Share Rights are allotted free of charge no later than the day before the Annual General Meeting 2026.
• The Share Rights vest during the Vesting Period.
• Share Rights may not be transferred or pledged.
• Each Share Right entitles the Participant to receive one (1) Performance Share free of charge after the end of the Vesting Period (with certain exceptions where the Vesting Period may be accelerated), if the Participant, with certain exceptions, is still employed by the Sveafastigheter group by the end of the Vesting Period.
• In the event of change of ownership, resulting from a public takeover offer or another type of transaction, vesting will be accelerated if at least fifty (50) percent of the shares or voting rights in the company are controlled, directly or indirectly, by one or more persons who are not Samhällsbyggnadsbolaget i Norden AB (publ) or companies in a group with Samhällsbyggnadsbolaget i Norden AB (publ). The Measurement- and Vesting Period shall then end during the last complete quarter and the maximum number of Performance Shares shall be calculated pro-rata in relation to the original Vesting Period and the new Vesting Period.

Preparation of the program, design and administration
The Board of Directors, or a special committee set up by the Board of Directors, shall be responsible for preparing the detailed design and administration of the terms and conditions of the Share Rights Program 2025, in accordance with the presented terms and guidelines including provisions for recalculation in the event of an in-between bonus issue, share split, rights issue and/or other similar measures. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Sveafastigheter group or in its environment that would result in that the adopted terms of the Share Rights Program 2025 no longer fulfill their objectives or the rationale for the purpose including, inter alia, that adjustments may be decided with respect to the terms and conditions for the Performance Conditions, and the basis for such calculation.

Allotment of Share Rights
The Participants are divided into three categories and a maximum of 165,000 Share Rights can be allotted to Participants within the different categories. For the Share Rights Program 2025, the value of the Share Rights (based on the value of the Performance Shares) for the CEO (category 1) will not exceed an amount corresponding to three (3) months' salary, for the executive management and other key employees (category 2) will not exceed an amount corresponding to two (2) months' salary and for other employees (category 3) will not exceed an amount corresponding to one (1) months' salary.

Delivery of Performance Shares and hedging arrangements
The Board of Directors has considered different methods for transfer of shares under the Share Rights Program 2025 in a cost-efficient and flexible manner, and, if necessary, for covering costs for social security contributions in connection with Share Rights Program 2025. The Board of Directors has found, and proposes, that a structure based on class C-shares (which requires that the company's shares are admitted to trading on a regulated market) is the best option for hedging arrangements in relation to the Share Rights Program 2025, provided that the Uplisting is completed no later than 31 October 2025. In order to provide further flexibility in relation to the hedging of the Share Rights Program 2025, the Board of Directors also proposes, as a complement to the structure based on C-shares, that the company shall also be able to transfer any shares repurchased under the authorization in accordance with item 17 above, which is also conditional upon the Uplisting being completed no later than 31 October 2025. If the Uplisting is not completed before 31 October 2025, and a structure based on C-shares and/or repurchased shares in accordance with item 17 above thus cannot be used, it is the Board of Directors' assessment that a structure based on warrants is most suitable for hedging arrangements in connection with the Share Rights Program 2025.

In light of the above, the Board of Directors proposes that the Annual General Meeting resolves, conditional upon the completion of the Uplisting no later than 31 October 2025, to (a) introduce a new class of shares with convertible and redeemable class C-shares, (b) authorize the Board of Directors to resolve on the issue of new class C-shares, (c) authorize the Board of Directors to resolve on the repurchase of issued class C-shares and (d) resolve on the transfer of own ordinary shares to Participants and in the market in accordance with item 18b) below. Furthermore, the Board of Directors proposes that the Annual General Meeting resolves, conditional upon the Uplisting not being completed before 31 October 2025, to issue and transfer of warrants in accordance with item 18c) below. The hedging arrangements under item 18b) is thus alternative in relation to the hedging measures proposed under item 18c).

Scope and costs of the Share Rights Program 2025
The Share Rights do not have a market value since they are not transferrable. Costs for Share Rights Program 2025 are based on the IFRS 2 reporting standard and are accounted for over the Vesting Period. The Board of Directors has calculated a theoretical value of the Share Rights using the Black-Scholes valuation model and certain assumptions. The Board of Directors has made a preliminary cost estimated for Share Rights Program 2025, based on a share price at award of SEK 31.22, a conservative estimate of that sixty-five (65) percent of the maximum number of Share Rights awarded will vest, a long-term interest rate of 2.631 percent and no expected dividends. According to this valuation the fair value of each Share Right is approximately SEK 20.29. The Board of Directors’ assessment is that given these assumptions the cost of the Share Rights Program 2025, excluding social security contributions, will amount to approximately SEK 2.6 million. Costs mainly related to administration and social security contributions are estimated to amount to approximately SEK 0.85 million. The total costs for social security contributions will, however, depend on the number of Share Rights that vest and the value of the benefit that the Participant earns. All calculations above are preliminary and are only meant to illustrate the potential costs of Share Rights Program 2025. Actual costs may therefore deviate from the above.

Dilution etc.
Upon maximum allotment of Performance Shares and provided that the hedging arrangements in accordance with 18b) or 18c) below are adopted, it is estimated that not more than 165,000 shares will be allotted to Participants under the Share Rights Program 2025, and that approximately 50,000 shares will be used to secure social security contributions arising as a result of the Share Rights Program 2025, the incremental dilution effect, including shares for social security contributions, would amount to approximately 0.11 percent on a fully diluted basis and based on the number of outstanding shares. The Share Rights Program 2025 is expected to have only a marginal effect on the company's key figures.

The preparation of the proposal
The Share Rights Program 2025 has been prepared by the Board of Directors in consultation with external advisors. The Share Rights Program 2025 has been discussed by the Board of Directors at meetings during the period December 2024–April 2025.

Item 18b) – Resolution on (i) introduction of a new class of shares by amending the articles of association, (ii) authorization for the Board of Directors to resolve to issue new class C-shares, (iii) authorization for the Board of Directors to resolve on repurchase of class C-shares, and (iv) transfer of own ordinary shares to Participants and in the market.
In order to ensure delivery of shares under the Share Rights Program 2025 and, if necessary, to cover costs for social security contributions, the Board of Directors proposes that the Annual General Meeting resolves in accordance with proposals (i)-(iv) below.

All resolutions under item 18b)(i)-(iv) are proposed to be conditional upon each other and are therefore proposed to be adopted jointly. In addition, the resolutions are also conditional upon the Uplisting being completed no later than 31 October 2025.

Item 18b)(i) – Introduction of a new class of shares by amending the articles of association
The Board of Directors proposes that the Annual General Meeting resolves to amend the articles of association as follows.

An update of § 4 is proposed, whereby issuance of class C-shares, reclassification of class C-shares and redemption of class C-shares are enabled, and that the preferential rights are regulated.

Current wording

Proposed wording

§ 4 Share capital and shares The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 150,000,000 and not more than 600,000,000.

§ 4 Share capital and shares The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 150,000,000 and not more than 600,000,000. Two classes of shares may be issued, ordinary shares and class C-shares. The ordinary shares shall carry one vote each and the class C-shares shall carry one tenth of a vote each. Shares of either class may be issued up to an amount corresponding to the entire share capital. Class C-shares do not entitle to dividends. Upon the company’s liquidation, class C-shares carry equivalent right to the company's assets as other shares, however not to an amount exceeding the quota value of the share. If the company resolves to issue new ordinary shares and class C-shares, against payment other than contribution in kind, owners of ordinary shares and class C-shares shall enjoy preferential rights to subscribe for new shares of the same class pro-rata to the number of shares previously held by them (primary preferential rights). Shares which are not subscribed for under the primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the number of shares thus offered are not sufficient for the subscription on the basis of subsidiary preferential rights, the shares shall be allocated between the subscribers pro-rata to the number of shares they previously held and, to the extent such allocation cannot be effected, by the drawing of lots. If the company resolved to issue new shares of either solely ordinary shares or class C-shares, against payment other than contribution in kind, all shareholders, irrespective of whether their shares are ordinary shares or class C-shares, shall have preferential rights to subscribe for new shares pro-rata to the number of shares previously held by them. What is set out above with regard to preferential rights shall apply mutatis mutandis in the event of issues of warrants and convertible debentures, and shall not limit the right to resolve upon an issue with deviation from the shareholders' preferential rights. In the event of a bonus issue, new shares of each class shall be issued pro-rata to the number of shares of the same class previously issued. In connection therewith, the owners of existing shares of a certain class shall entitle the holder to new shares of the same class. This shall not entail any restrictions on the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendments of the articles of association. Reduction of share capital, which in any case shall not fall below the minimum share capital, may, after resolution by the company’s board of directors, take place through redemption of all class C-shares. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the company’s reserve fund, if the required funds are available. The redemption amount per class C-share shall be the quota value of such shares. Following receipt of the redemption resolution, holders of shares subject to redemption shall promptly receive payment for the shares, or, if authorization for the redemption from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court is required, following the receipt of notice that the final and effected decision has been registered. Class C-shares held by the company may, upon decision of the board of directors be reclassified into ordinary shares. Immediately thereafter, the board of directors shall register the reclassification to the Swedish Companies Registration Office. The reclassification is effected when it has been registered and the reclassification been reflected in the central securities depository register.

Item 18b)(ii) – Authorization for the Board of Directors to decide on the issue of new C-shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, during the period until the Annual General Meeting 2026, on one or more occasions, to increase the company's share capital by an issuance of class C-shares. With deviation from the shareholders’ preferential rights, a participating bank shall be entitled to subscribe for the new class C-shares at a subscription price corresponding to the quota value. The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights in connection with the issue is to ensure delivery of ordinary shares to Participants in Share Rights Program 2025, as well as to cover any costs for social security contributions arising as a result of Share Rights Program 2025. A maximum of 215,000 class C-shares may be issued in accordance with this authorization.

Item 18b)(iii) – Authorization for the Board of Directors to decide on repurchase of class C-shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, during the period until the Annual General Meeting 2026, on one or more occasions, to resolve on repurchase class C-shares. The repurchase may only be effected through an offer directed to all holders of class C-shares and shall comprise all outstanding class C-shares. Repurchases shall be effected at a purchase price corresponding to the quota value of the share. Payment for repurchased class C-shares shall be made in cash. The purpose of the repurchase authorization is to ensure delivery of ordinary shares to Participants in the Share Rights Program 2025 and to cover any costs for social security contributions arising as a result of the Share Rights Program 2025, and the class C-shares may therefore be reclassified to ordinary shares after the repurchase.

Item 18(b)(iv) – Transfer of own ordinary shares to Participants and in the market
The Board of Directors proposes that the Annual General Meeting resolves that (i) the class C-shares repurchased by the company by virtue of the authorization to repurchase class C-shares in accordance with item 18b)(iii) above (and after conversion into ordinary shares) and, (ii) the shares repurchased by the company pursuant to the authorization to repurchase in accordance with item 17 above may be transferred free of charge to Participants in the Share Rights Program 2025 in accordance with the terms and conditions resolved upon, and sold on Nasdaq Stockholm, including through a financial intermediary, at a price within the registered price range at the relevant time, to cover any costs for social security contributions in accordance with the terms and conditions of the Share Rights Program 2025. A maximum of 215,000 ordinary shares may be transferred under this transfer resolution. However, the number of shares that may be transferred is subject to recalculation in the event of a bonus issue, split, rights issue and/or other similar events.

Item 18c) – Issue and transfer of warrants
In order to ensure delivery of shares under the Share Rights Program 2025, and, if necessary, for hedging of social security contributions, the Board of Directors proposes that the Annual General Meeting resolves to issue not more than 215,000 warrants (which includes warrants to potentially hedge social security contributions), whereby the company's share capital could be increase by not more than SEK 537.50. In addition, the resolution is conditional upon the Uplisting not being completed before 31 October 2025.

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, only be granted to Sveafastigheter AB (publ). The reason for the deviation from the shareholders' preferential rights is the implementation of the Share Rights Program 2025. The company shall be entitled to transfer warrants to Participants or to a financial intermediary in connection with exercise.

The warrants shall be issued free of charge. The exercise price for subscription for shares based on the warrants shall correspond to the share’s quota value.

The full terms and conditions of the warrants are set out in the complete proposal which is made available to the shareholders.

Special majority requirements
A resolution in accordance with the proposal in item 18 above shall only be valid where supported by shareholders holding not less than nine-tenths (9/10) of both the votes cast and of the shares represented at the General Meeting. A resolution in accordance with the proposal in item 16 and 17 above shall only be valid where supported by shareholders holding not less than two-thirds of both votes cast and the shares represented at the Annual General Meeting.

Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Olof Palmes gata 13A, SE-111 37 Stockholm, Sweden or via e-mail to info@sveafastigheter.se.

Number of shares and votes
There are a total of 200,000,000 shares in the company, corresponding to 200,000,000 votes. As of the date of this notice, the company holds no shares.

Documentation
The accounting documents and the auditor's report, as well as other supporting documentation, are available at the company’s office at Olof Palmes gata 13A, SE-111 37 Stockholm, Sweden, and on the company´s website www.sveafastigheter.se, no later than three weeks before the Annual General Meeting. Moreover, the Nomination Committee’s motivated statement is available at the company’s above address, as well as on www.sveafastigheter.se, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.

Processing of personal data
For information on how your personal data is processed, please refer to the Integrity Policy available on the Euroclear website; www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have any questions regarding our processing of personal data, you can contact us by e-mail at gdpr@sveafastigheter.se.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Stockholm, April 2025
Sveafastigheter AB (publ)
The Board of Directors

[1] In the event that Sveafastigheter, after the adoption of these guidelines for compensation to the executive management, chooses to establish a remuneration committee, it shall be the responsibility of the remuneration committee to prepare the Board of Directors' decisions on remuneration matters, monitor and evaluate programs for variable remuneration for the company's management, the application of the guidelines, as well as the current remuneration structures and remuneration levels in the company. The members of the remuneration committee shall be independent in relation to the company and its management. However, the chairperson of the Board of Directors may serve as the chairperson of the remuneration committee.
[2] TSR is measured in Swedish krona and calculated in accordance with market practice.
[3] The Board of Directors will decide which companies will be included in the Reference Group. The companies included in the Reference Group will be communicated to the shareholders after the expiry of the Share Rights Program 2025.
[4] As calculated and published by Statistics Sweden (Sw. Statistikmyndigheten SCB).