Akelius Residential Prop. D

Board/Management Information • Feb 19, 2025

statement by the independent bid committee of Akelius Residential Property in relation to the public offer from Akelius Apartments of EUR 1.9 per D share

The independent bid committee of the Board of Directors of Akelius Residential Property unanimously recommends the shareholders of Akelius Residential Property to accept the public offer made by Akelius Apartments.

background

This statement is made by the independent bid committee (the "Independent Bid Committee") of the board of directors of Akelius Residential Property AB (publ) ("Akelius Residential Property" or the "Company") pursuant to section II.19 of the Stock Market Self-Regulation Committee's (Sw. Aktiemarknadsnämnden självregleringskommitté) Takeover rules for certain trading platforms (the "Takeover Rules").

Akelius Foundation, through its wholly-owned subsidiary Akelius Apartments1 ("Akelius Apartments") has today, through a press release, announced a public offer to the D shareholders of Akelius Residential Property to acquire all outstanding D shares in Akelius Residential Property (the "Offer"). Akelius Apartments offers the D shareholders in Akelius Residential Property a cash consideration of EUR 1.9 for each D share in Akelius Residential Property (the "Offer Price").

The acceptance period for the Offer is expected to commence on or around 20 February 2025 and end on or around 20 March 2025.

Completion of the Offer is conditional upon, inter alia, that with respect to the Offer and the acquisition of the D-shares, all necessary regulatory, governmental or similar clearances, approvals and decisions, have been obtained, in each case on terms which, in Akelius Apartments' opinion, are acceptable. Akelius Apartments has reserved the right to fully or partially waive these conditions and other conditions for completion of the Offer.

The Independent Bid Committee has allowed Akelius Apartments to conduct a limited due diligence review of Akelius Residential Property in connection with its preparations for the Offer. In connection with this review, Akelius Apartments has met with Akelius Residential Property's management. Akelius Apartments

¹ "Akelius Apartments" refers to Akelius Apartments Limited, a Cypriot limited liability company, reg. no. 84077, with its registered office at Office 01, 80 Aischylou Street, 1011 Nicosia, Cyprus.

has not received any inside information from Akelius Residential Property in connection with its due diligence review.

For further information regarding the Offer, please refer to the press release announced by Akelius Apartments today and the offer document in respect of the Offer, which will be published prior to the commence of the acceptance period.

The Independent Bid Committee has obtained a fairness opinion regarding the Offer from Swedbank. The fairness opinion is attached to this statement.

the Independent Bid Committee's process and recommendation

Board member Igor Rogulj is a council member of the Akelius Foundation and a board member of Akelius Apartments. Board member Kerstin Engström is the council chairperson of the Akelius Foundation. Consequently, Igor Rogulj and Kerstin Engström have a conflict of interest pursuant to Rule II.18 of the Takeover Rules.

For this reason, Igor Rogulj and Kerstin Engström have not participated, and will not participate, in Akelius Residential Property's handling of matters regarding the Offer. Instead, the Independent Bid Committee has been established which consists of the remaining board members Pål Ahlsén, Thure Lundberg and Ralf Spann.

The Independent Bid Committee's evaluation of the Offer is based on a number of factors that the Independent Bid Committee has considered relevant in relation to the evaluation of the Offer. These factors include, but are not limited to:

• The Offer price of EUR 1.9 in cash per D share in Akelius Residential Property offered by Akelius Apartments represents an 8.57 per cent premium compared to the listing price for the D Shares of EUR 1.75 at the time of listing of the D Shares on Nasdaq First North on 4 October 2019.
• The Offer price furthermore represents a premium of 17.43 per cent compared to the closing price of EUR 1.618 per D share in Akelius Residential Property on Nasdaq First North Growth Market on 18 February 2025, which was the last trading day prior to the announcement of the Offer; and
• Akelius Apartments has conveyed that the Offer will not have any impact on Akelius Residential Property's operations or its employees.

The Independent Bid Committee has, in accordance with section Rule IV.3 of the Takeover Rules, obtained a fairness opinion in respect of Akelius Residential Property's D shares from an independent expert, Swedbank (attached to this statement). Swedbank has received a fixed fee for the assignment regarding the fairness opinion. No part of the fee to Swedbank is contingent upon or related to the size of the Offer Price, the acceptance level of the Offer or whether the Offer is completed or not.

According to Swedbank's fairness opinion, dated 10 February 2025, the Offer Price is fair to Akelius Residential Property's D shareholders from a financial point of view subject to the assumptions and considerations set out therein.

The Independent Bid Committee considers the terms of the Offer at such levels that the overall assessment is that the consideration in the Offer will adequately compensate Akelius Residential Property's D shareholders. The Independent Bid Committee also notes that from a financial point of view, the Offer is fair as expressed in Swedbank's fairness opinion.

On this basis, the Independent Bid Committee unanimously recommends the D shareholders of Akelius Residential Property to accept the Offer.

effects on Akelius Residential Property and its employees

According to the Takeover Rules, the Independent Bid Committee is required, on the basis of the statements made by Akelius Apartments in its announcement of the Offer, to set out its view of the impact that the implementation of the Offer will have on Akelius Residential Property, in particular employment, and its view of Akelius Apartment's strategic plans for Akelius Residential Property and the effects that these can be expected to have on employment and the places in which Akelius Residential Property conducts its operations.

In its Offer announcement, Akelius Apartments has stated the following in respect of the employees and management of Akelius Residential Property:

"Akelius Apartments has been, and will continue to be, Akelius Residential Property's long term majority owner. Consequently, completion of the Offer is not expected to entail any significant changes regarding Akelius Residential Property's employees and management (including their terms of employment) nor for the existing organization and operations, including effects on the employment rate and the sites where Akelius Residential Property currently conducts business."

The Independent Bid Committee assumes that this description is correct and has in relevant respects no reason to take a different view.

This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

Stockholm, 19 February 2025

Akelius Residential Property AB (publ)

The Independent Bid Committee

For more information, please contact:

Ralf Spann CEO +49 173 643 65 90 ralf.spann@akelius.de This information is information that Akelius Residential Property AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, at 07:15 CET on 19 February 2025.

Akelius Residential Property AB (publ)'s D-shares are listed on Nasdaq First North Growth Market Stockholm.

Avanza Bank is the Certified Adviser of the Company, ca@avanza.se, +46-8-409 421 20.

To:

The Board of Directors of Akelius Residential Property AB (publ)

The Board of Directors of Akelius Residential Property AB (publ) ("Akelius Residential") has assigned Swedbank AB (publ), Corporate Finance to render an opinion as to the fairness from a financial point of view of the contemplated public offer from Akelius Apartments Ltd ("Akelius Apartments") to the owners of class D ordinary shares in Akelius Residential, with a payment in cash amounting to euro 1.9 per class D ordinary share (the "Offer").

In connection with the presentation of this opinion, we have, inter alia, reviewed and taken into account the terms and conditions of the Offer, certain publicly available information published by Akelius Residential, including annual reports and interim reports, and other publicly available information relating to Akelius Residential, including certain market research reports and reports produced by independent analysts. We have also discussed the Akelius Residential operations, financial position, profit development, strategy and future prospects with senior members of management of Akelius Residential.

We have considered certain financial and capital market related information regarding Akelius Residential in comparison with similar information regarding certain other companies with similar operations as well as comparable bids. We have also taken into consideration the share price development and trading activity in the Akelius Residential's class D ordinary shares and performed such other analysis and studies which we have considered appropriate as a basis for this opinion.

We have not conducted any so-called "due diligence" in order to verify the accuracy of the information received from Akelius Residential or elsewhere and we have not made any independent evaluation or assessment of the assets and liabilities of Akelius Residential. Without independent verification by us, we have relied upon that all of the financial and other information reviewed by us as a basis for this opinion in all material aspects are correct and accurate and that no information of material importance for the evaluation of Akelius Residential's future earnings capacity or for our overall assessment has been omitted or not presented to us.

SE-105 34 Stockholm, Sweden Tel. +46 8 585 900 00 www.swedbank.se

Our opinion is based on the Swedish regulatory system and upon current market, economic, financial and other conditions as well as information made available to us as of the date hereof. Any change in the conditions above may require a revaluation of this opinion. Our opinion does not include any assessment as to the price at which the Akelius Residential's class D ordinary shares may trade in the future.

Based upon and subject to the foregoing, we are of the opinion that the consideration, in the form of cash, in the Offer to the owners of class D ordinary shares in Akelius Residential as of the date hereof, from a financial point of view is fair.

Swedbank AB (publ) operates within securities trading and brokerage, equity research and corporate finance. Within the framework of its normal operations within securities trading and brokerage, Swedbank AB (publ) may, at any point in time, hold long or short positions in, and may for own or clients' accounts trade in, shares and other securities related to Akelius Residential and Akelius Apartments. In addition, Swedbank AB (publ) may have granted credits to Akelius Residential and Akelius Apartments and may hold equity related securities in Akelius Residential and Akelius Apartments as security.

We will receive a fixed fee for this opinion in connection to the Offer irrespective of the size of the cash consideration, the acceptance level in the Offer or the outcome of the Offer. We have not acted as a financial advisor to Akelius Residential or Akelius Apartments in connection with the Offer.

It is understood that this letter is for the information of the Board of Directors of Akelius Residential only in connection with their evaluation of the Offer and should not be interpreted as a recommendation to the shareholders of Akelius Residential. The letter may not be used, quoted, reproduced or be used for any other purpose without prior written consent from us, except that a copy of this opinion may be included in its entirety in any offering circular or response document or press release that the Board of Directors of Akelius Residential is required to make in connection with the Offer. This opinion is subject to Swedish substantive law and any dispute in respect of this statement shall be resolved exclusively by Swedish court of law.

This is a translation of the fairness opinion written in Swedish. It is for information purposes only and does not constitute a part of the opinion. For the avoidance of doubt, in the case of any inconsistency or ambiguity between the Swedish language version and the English translation, the Swedish language version shall prevail.

Swedbank AB (publ) Corporate Finance