-Regulatory

Notice to Annual General Meeting in Neobo Fastigheter AB (publ)

The shareholders of Neobo Fastigheter AB (publ), reg.no 556580-2526, ("Neobo") are hereby given notice to the Annual General Meeting to be held on Thursday 24 April 2025 at 14:00 (CEST) at Sergelkonferensen, Mäster Samuelsgatan 42, SE-111 57 Stockholm, Sweden. Registration to the Annual General Meeting starts at 13:30 (CEST). The shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in accordance with the provisions of Neobo’s Articles of Association.

Right to participate and notice

Shareholders wishing to participate in the Annual General Meeting

shall be entered as shareholder in the share register kept by Euroclear Sweden AB on Monday 14 April 2025, and

shall give notice of attendance no later than on Wednesday 16 April 2025. Notice of attendance may be given in writing to the company at the address Neobo Fastigheter AB (publ), “Neobo Annual General Meeting 2025”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46 (0) 8 402 91 81 or on the company’s website www.neobo.se/en/investors/corporate-governance/general-meetings/annual-general-meeting-2025/. When giving notice of attendance, please state your name or company name, personal identification number or company registration number, address and daytime telephone number. The registration procedure described above also applies to registration for any assistants.

Postal voting

A designated form shall be used for postal voting. The form is available on Neobo's website, www.neobo.se/en/investors/corporate-governance/general-meetings/annual-general-meeting-2025/. The postal voting form is considered as a notification of attendance at the Annual General Meeting.

The completed voting form must be received by Euroclear Sweden AB, no later than Wednesday 16 April 2025. The completed form shall be sent to Neobo Fastigheter AB (publ), "Neobo Annual General Meeting 2025", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on https://anmalan.vpc.se/euroclearproxy or through sending the completed voting form by e-mail to [email protected] (with reference "Neobo Annual General Meeting 2025"). If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at www.neobo.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding authorisation document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting. Such postal voting does not require any further notice of attendance.

Shareholding in the name of a nominee

To be entitled to attend the Annual General Meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance, register such shares in their own names so that the shareholder is recorded in the share register as of 14 April 2025. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after 14 April 2025 will be considered in the preparation of the share register.

Proxy etc.

Shareholders who wish to attend the meeting venue in person or through a proxy representative are entitled to bring one or two assistants. Shareholders who wish to bring assistants shall state this in connection with the notice of attendance. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document doesn’t exist, a corresponding authorisation document shall be enclosed. In order to facilitate the registration at the Annual General Meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to the company at the address stated above no later than 16 April 2025. A proxy form is available on the company's website, www.neobo.se/en/investors/corporate-governance/general-meetings/annual-general-meeting-2025/.

Proposed agenda

  1. Opening of the Annual General Meeting.
  2. Election of Chair 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 of the annual report and the auditor's report and the consolidated financial statements and the audit report on the consolidated financial statements
  8. 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 profit or loss pursuant to the adopted balance sheet; and
    3. discharge from liability for board members and the CEO
  9. Presentation of the remuneration report for approval.
  10. Determination of the number of
    1. board members
    2. auditors
  11. Determination of the fees to the
    1. board members
    2. auditors
  12. Election of board members, chairman of the board of directors and auditors
    1. Jan-Erik Höjvall (re-election)
    2. Mona Finnström (re-election)
    3. Anneli Lindblom (re-election)
    4. Ulf Nilsson (re-election)
    5. Jakob Pettersson (re-election)
    6. Chairman of the board of directors: Jan-Erik Höjvall (re-election)
    7. Auditor: Ernst & Young Aktiebolag (re-election)
  13. Resolution on instruction for the Nomination Committee.
  14. Resolution regarding authorisation for the board of directors to resolve on new share issue.
  15. Resolution regarding authorisation for the board of directors to resolve on repurchases and transfers of own shares.
  16. Closing of the Annual General Meeting.

Proposed resolutions

Election of Chair of the Annual General Meeting (item 2)

The Nomination Committee proposes that Henrik Wållgren, lawyer at Cederquist law firm, is elected to be the Chair of the Annual General Meeting.

Resolution regarding allocation of the company's profit or loss pursuant to the adopted balance sheet (item 8b)

The board of directors proposes that no dividends shall be distributed for the financial year 2024 and that the company’s results are carried forward.

Presentation of the remuneration report for approval (item 9)

The board of directors proposes that the Annual General Meeting approves the report regarding remuneration to the CEO and the board of directors for the financial year 2024.

Determination of the number of board members and auditors (item 10)

The Nomination Committee proposes that the number of board members shall be five. Furthermore, the Nomination Committee proposes that a registered accounting firm shall be appointed as auditor.

Determination of the fees to the board of directors and auditors (item 11)

The Nomination Committee proposes that the fees to the board of directors shall amount to not more than SEK 1,815,000 (1,730,000) for the period until the end of the next Annual General Meeting, to be allocated with SEK 575,000 (550,000) to the chairman of the board of directors and SEK 310,000 (295,000) to each of the other board members.

The Nomination Committee proposes that the fees to the auditor shall be paid in accordance with approved invoices.

Election of the board members, chairman of the board of directors and auditors (item 12)

The Nomination Committee proposes re-election of Jan-Erik Höjvall, Mona Finnström, Anneli Lindblom, Ulf Nilsson and Jakob Pettersson as board members for the period until the end of the next Annual General Meeting. Furthermore, Jan-Erik Höjvall is proposed to be re-elected as chairman of the board of directors.

Information about the persons proposed by the Nomination Committee to be elected as board members is available on the company’s website.

In accordance with the recommendation of the board of directors, the Nomination Committee proposes that Ernst & Young Aktiebolag is re-elected as auditor for the company for the period until the end of the next Annual General Meeting. Should the Nomination Committee’s proposal for auditor be adopted, Ernst & Young Aktiebolag has informed that the authorised public accountant Gabriel Novella will continue as auditor in charge.

Resolution on instruction for the Nomination Committee (item 13)

The Nomination Committee proposes that the Annual General Meeting resolves to adopt the following instruction for the Nomination Committee for Neobo to apply until further notice.

The Nomination Committee shall comprise representatives of at least three major shareholders and the chairman of the board of directors. The chairman of the board of directors shall contact the three largest registered shareholders in terms of votes according to the ownership statistics provided by Euroclear Sweden AB as of 30 September and request that they each appoint one member to the Nomination Committee. If any of these shareholders do not wish to appoint a member, or do not respond to the request within a reasonable time, other shareholders in order of size will be asked to appoint a representative to the Nomination Committee.

The Chair of the Nomination Committee shall, unless the members agree otherwise, be the member representing the largest shareholder in terms of votes. However, the chairman of the board of directors shall never be the Chair of the Nomination Committee. The opinion supported by more than half of the members present and, in the event of a tie, by the majority of the three members appointed by the largest shareholders, shall be the opinion of the Nomination Committee. The chairman of the board of directors shall not participate in decisions concerning themselves and the remuneration of the board of directors.

The term of the appointed Nomination Committee shall run until a new Nomination Committee is appointed. If one or more of the shareholders who have appointed representatives to the Nomination Committee earlier than three months before the Annual General Meeting are no longer among the three largest shareholders, the representatives appointed by such shareholders shall resign, and the shareholders who are subsequently among the three largest shareholders shall be asked to appoint their representatives. If a representative resigns from the Nomination Committee before the work of the Nomination Committee is completed and the Nomination Committee deems it necessary to replace him or her, such replacement representative shall represent the same shareholder or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in order of precedence. Shareholders who have appointed a representative as a member of the Nomination Committee have the right to dismiss such member and appoint a new representative as a member of the Nomination Committee. Changes in the composition of the Nomination Committee must be communicated promptly to the Chair of the Nomination Committee and shall be publicly announced as soon as they occur.

The Nomination Committee shall prepare and submit to the Annual General Meeting proposals for the chair of the Annual General Meeting, election of the chairman and other members of the company's board of directors, remuneration of the board of directors divided among the chairman and other members and the principles for any remuneration for committee work, election and remuneration of the auditor and deputy auditor (if applicable) and, if necessary, proposals for new instruction for the Nomination Committee. In connection with its assignment, the Nomination Committee shall otherwise fulfil the tasks incumbent on the Nomination Committee pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code.

The Nomination Committee shall be entitled to incur costs for the company, for example for recruitment consultants and other costs required for the Nomination Committee to fulfil its assignment. No remuneration shall be paid for the work of the Nomination Committee.

Resolution regarding authorisation for the board of directors to resolve on new share issue
(item 14)

The board of directors proposes that the Annual General Meeting authorises the board of directors to, on one or several occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential right, resolve on new issue of shares. Payment shall be made in cash, in kind or by way of set-off. The board of directors believe, taking into account prevailing market conditions, that it is important for the company to be able to act swiftly and to be flexible if acquisition opportunities arise.

If payment is made in kind or by way of set-off, and the issue is for the purpose of acquiring properties or property-owning companies, the number of shares issued with the support of the authorisation may not exceed thirty (30) per cent of the number of shares at the time of the Annual General Meeting 2025 (including any shares issued in accordance with the paragraph below).

If payment is made in cash, or if the issue is carried out for a purpose other than what is mentioned above, the number of shares issued with the support of the authorisation may not exceed twenty (20) per cent or, if the issue is carried out with a deviation from the shareholders' preferential rights, ten (10) per cent of the number of shares at the time of the Annual General Meeting 2025 (including any shares issued in accordance with the paragraph above). The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential right is that issues may take place to enable the raising of working capital to be able to carry out and finance acquisition of properties or property-owning companies, or to finance investments in new or existing properties, or otherwise to be able to adapt the company's capital needs and thereby be able to contribute to increased shareholder value. The issue price must be determined taking into account prevailing market conditions.

Resolution regarding authorisation for the board of directors to resolve on repurchases and transfers of own shares (item 15)

The board of directors proposes that the Annual General Meeting authorises the board of directors to resolve on repurchases of own shares on the main terms and conditions set out below.

  • Repurchases of shares shall take place on Nasdaq Stockholm, on one or several occasions during the period up until the next Annual General Meeting.
  • So many shares may, at the most, be repurchased so that Neobo's holding does not at any time exceed 10 per cent of the total number of shares in Neobo.
  • Repurchases of shares on Nasdaq Stockholm may occur at a price per share within the at each time registered share price interval, by which is meant the difference between the highest buying price and the lowest selling price.
  • Payment for the shares shall be made in cash.

Furthermore, the board of directors proposes that the Annual General Meeting authorises the board of directors to resolve on transfers of own shares, with or without deviation from the shareholders' preferential rights, on the main terms and conditions set out below.

  • Transfers of shares shall take place (i) on Nasdaq Stockholm or (ii) outside Nasdaq Stockholm in connection with acquisitions of companies or properties.
  • Transfers may take place on one or more occasions during the period up until the next Annual General Meeting.
  • Transfers of own shares may be made of up to such number of shares as is held by Neobo at the time of the board of directors' decision regarding the transfer.
  • Transfers of shares on Nasdaq Stockholm may occur at a price per share within the at each time registered share price interval, by which is meant the difference between the highest buying price and the lowest selling price on Nasdaq Stockholm. In case of transfers outside Nasdaq Stockholm, the consideration for the shares may be made by cash payment, for payment in kind or by way of set-off and the price shall be established so that the transfer is made on market terms.

The purpose of the authorisations to repurchase and transfer own shares, and the reason for the deviation from the shareholders' preferential rights (in relation to transfers of own shares), is to enable an improvement of Neobos' capital structure and to give the board of directors increased flexibility in connection with possible future acquisitions of properties by facilitating a quick and cost-efficient financing through the transfer of own shares.

Special majority requirements

A resolution in accordance with items 14 (issue authorisation) and 15 (authorisation for the board of directors to resolve on repurchases and transfers of own shares) are valid only where supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Annual General Meeting.

Authorisation

The CEO, or anyone appointed by the CEO, shall be authorised to make the minor adjustments in the meeting's resolutions that may be required in connection with registration at the Swedish Companies Registration Office.

Documents

Accounting documents, the auditor's statement and other documents that shall be made available pursuant to the Swedish Companies Act and the Swedish Code of Corporate Governance, will be made available from and including no later than 3 April 2025, at the company and on the company's website, www.neobo.se/en/investors/corporate-governance/general-meetings/annual-general-meeting-2025/. Moreover, the Nomination Committee’s motivated statement is available at the company’s address above, as well as on the company’s website, from the date of this notice. Copies of the documents will be sent to those shareholders who so request and state their postal or email address. The documents can be ordered by e-mail to [email protected], by telephone to +46 (0)8-402 91 81 or by post to Neobo Fastigheter AB (publ), "Neobo Annual General Meeting 2025", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The documents will also be available at the Annual General Meeting.

Shares and votes

As of the date of this notice, the total number of shares in the company is 145,400,737, corresponding to a total number of 145,400,737 votes. At the same date, the company does not hold any of its own shares.

Shareholders’ right to request information

Shareholders have a right to, at the Annual General Meeting, if the board of directors believes that it can be done without material harm to the company, request information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or its subsidiaries' financial situation, the company's relationship to another group company and the consolidated financial statements.

Processing of personal data

For information regarding the processing of your personal data, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in March 2025

Neobo Fastigheter AB (publ)

Board of Directors

_____________

This English version is a translation of the Swedish original. In the event of any discrepancies between this translation and the Swedish original, the Swedish original shall prevail.