Sveafastigheter — Proxy Solicitation & Information Statement 2026

May 27, 2026

Sveafastigheter

PRESS RELEASE
27 May 2026 08:00:00 CEST

NOTICE OF EXTRAORDINARY GENERAL MEETING IN SVEAFASTIGHETER AB (PUBL)

Sveafastigheter AB (publ), Reg. No. 559449-4329 ("Sveafastigheter" or the "Company"), with its registered office in Stockholm, gives notice of the Extraordinary General Meeting to be held on 26 June 2026 at 02.00 p.m. (CEST) at Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration starts at 01.45 p.m. (CEST).

Right to participate in the Extraordinary General Meeting and notice of participation
A shareholder who wishes to participate in the Extraordinary 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 17 June 2026, and (ii) no later than 22 June 2026 give notice by post to Sveafastigheter, "EGM", 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://www.euroclear.com/sweden/generalmeetings/ 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 25 June 2026.

Nominee-registered shares

To be entitled to participate in the Extraordinary 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 17 June 2026. 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 22 June 2026 are taken into account when preparing the share register.

Proposed agenda

1. Opening of the Extraordinary General Meeting;
2. Election of chairperson of the Extraordinary General Meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda;

---

Sveafastigheter

PRESS RELEASE

27 May 2026 08:00:00 CEST

1. Election of one or two persons who shall approve the minutes;
2. Determination of whether the Extraordinary General Meeting has been duly convened;
3. Resolution regarding merger with KlaraBo Sverige AB;
   a. Approval of the merger plan;
   b. Amendment of the articles of association;
   c. Issue of new Class A shares as part of the merger consideration;
   d. Issue of new Class B shares as part of the merger consideration;
4. Resolution regarding the number of board members;
5. Resolution regarding the fees to the Board of Directors;
6. Election of board members and election of the chairperson of the Board of Directors;
7. Closing of the Extraordinary General Meeting.

Proposals of the Nomination Committee

Sveafastigheter's Nomination Committee will, following consultation with KlaraBo Sverige AB's Nomination Committee, submit proposals to the Extraordinary General Meeting regarding agenda items 8 – 10. The proposals will be presented no later than at the meeting, together with a reasoned statement from the Nomination Committee. The proposals will be conditional upon the Swedish Companies Registration Office's final registration of the merger.

Election of chairperson of the Extraordinary General Meeting (item 2)

The Nomination Committee proposes that Rikard Lindahl, member of the Swedish Bar Association, from Advokatfirman Vinge, or if he is prevented from attending, the person the Board of Directors appoints in his place, be elected as chairperson of the Extraordinary General Meeting.

Proposals of the Board of Directors

Resolution regarding merger with KlaraBo Sverige AB (item 7)

In order to perform the proposed merger between Sveafastigheter and KlaraBo Sverige AB ("KlaraBo"), the Board of Directors proposes that the Extraordinary General Meeting resolves in accordance with items 7a) – 7d) below regarding approval of the merger plan, adoption of new articles of association and the new issue of the Class A shares and Class B shares, respectively, that constitute the merger consideration.

The resolutions under items 7a) – 7d) below are conditional upon each other as well as the Swedish Companies Registration Office's final registration of the merger. The Board of Directors, or the person appointed by the Board of Directors, is authorised to make such minor adjustments to the resolutions as may be necessary in connection with registration with the Swedish Companies Registration Office and with Euroclear Sweden AB.

---

Sveafastigheter

PRESS RELEASE
27 May 2026 08:00:00 CEST

For further information about the merger, please refer to Sveafastigheter's press release on 18 May 2026.

Approval of the merger plan (item 7a)

The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the merger plan, dated 18 May 2026, which has been jointly adopted by the Boards of Directors of Sveafastigheter and KlaraBo.

The merger plan has been registered with the Swedish Companies Registration Office on 20 May 2026, and the registration was announced on 22 May 2026. According to the merger plan, the merger shall be undertaken by way of absorption, with Sveafastigheter as the transferee company and KlaraBo as the transferor company. Furthermore, according to the merger plan, the exchange ratio for the merger consideration has been determined in such a way that for every twenty-two (22) Class A shares or Class B shares in KlaraBo, respectively, nine (9) new Class A shares and Class B shares, respectively, in Sveafastigheter will be paid. Fractions will be dealt with in the manner specified in the merger plan.

Final registration of the merger with the Swedish Companies Registration Office is conditional upon the conditions in the merger plan, inter alia that the Extraordinary General Meetings of both Sveafastigheter and KlaraBo approve the merger plan and that all necessary regulatory, governmental or similar clearances, approvals and decisions have been received. The merger is expected to be registered with the Swedish Companies Registration Office in September 2026 and will result in the dissolution of KlaraBo, whereby all of KlaraBo's assets and liabilities will be transferred to Sveafastigheter. Settlement of the merger consideration will take place following the Swedish Companies Registration Office's registration of the merger.

Amendment of the articles of association (item 7b)

The Board of Directors proposes that the Extraordinary General Meeting resolves to amend the articles of association as follows.

An update of § 4 is proposed, whereby a new class of shares, Class A shares, will be introduced and existing ordinary shares will henceforth be named Class B shares. All shares issued as at the date of the general meeting will therefore become Class B shares. No Class C shares have been issued and, under the new articles of association, may not be issued.

---

Sveafastigheter

PRESS RELEASE

27 May 2026 08:00:00 CEST

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.

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. | § 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, class A-shares and class B-shares. Class A-shares shall carry 1.01 votes each and the class B-shares shall carry 1 vote each. Shares of either class may be issued up to an amount corresponding to the total number of shares in the company.

If the company resolves to issue new class A-shares and class B-shares, against payment other than contribution in kind, owners of class A-shares and class B-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 class A-shares or class B-shares, against payment other than contribution in kind, all shareholders, irrespective of whether their shares are class A-shares or class B-shares, shall have preferential rights to subscribe for new shares pro-rata to the number of shares previously held by them. |

---

Sveafastigheter

PRESS RELEASE

27 May 2026 08:00:00 CEST

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.

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.

Class A-shares may at any time be converted into class B-shares, in each case according to the following procedure.

A written request shall be made to the company's board of directors. The request shall specify how many shares that should be converted, and, if the conversion does not include the holder's entire holding of shares of the class to be converted, which shares the conversion concerns. The company's board of directors is obliged to process the matter at the next board meeting after the request. The conversion shall immediately be reported for registration and is effected when the registration is completed and noted in the control register.

---

Sveafastigheter

PRESS RELEASE
27 May 2026 08:00:00 CEST

Issue of new Class A shares as part of the merger consideration (item 7c)

The Board of Directors proposes that the Extraordinary General Meeting resolves to issue not more than 20,004,545 Class A shares in Sveafastigheter as merger consideration. Such issue of shares will increase the share capital of Sveafastigheter by not more than SEK 50,011.3625.

Entitled to receive the newly issued class A shares, with the exchange ratio set out above, are shareholders registered in the share register of KlaraBo on the date when the Swedish Companies Registration Office finally registers the merger.

The shares issued as merger consideration shall carry right to dividends for the first time on the record date that occurs following registration of the merger by the Swedish Companies Registration Office. The Class A shares are also subject to a conversion clause.

Issue of new Class B shares as part of the merger consideration (item 7d)

The Board of Directors proposes that the Extraordinary General Meeting resolves to issue not more than 85,496,012 Class B shares in Sveafastigheter as merger consideration. Such issue of shares will increase the share capital of Sveafastigheter by not more than SEK 213,740.03.

Entitled to receive the newly issued Class B shares, with the exchange ratio set out above, are shareholders registered in the share register of KlaraBo on the date when the Swedish Companies Registration Office finally registers the merger.

The shares issued as merger consideration shall carry right to dividends for the first time on the record date that occurs following registration of the merger by the Swedish Companies Registration Office.

Special majority requirements

In order for resolutions in accordance with items 7a) – 7d) above to be valid, the resolutions must be supported by shareholders representing at least two thirds of the votes cast and the shares represented at the meeting.

Shareholders' right to obtain information

The Board of Directors and the Chief Executive Officer shall, if requested by any shareholder and if the Board considers that this can be done without causing material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda.

---

Sveafastigheter

PRESS RELEASE

27 May 2026 08:00:00 CEST

Number of shares and votes

As at the date of this notice, the Company has a total of 200,000,000 ordinary shares, corresponding to 200,000,000 votes. As at the date of this notice, the Company holds 2,650,230 ordinary shares, corresponding to 2,650,230 votes, which cannot be represented at the Extraordinary General Meeting.

Documentation

Documents required under the Companies Act will be made available at the Company's offices at Olof Palmes gata 13A, SE-111 37 Stockholm, and on the Company's website, www.sveafastigheter.se, no later than three weeks before the Extraordinary General Meeting or at such an earlier time which is required under the Swedish Companies Act. 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; https://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, May 2026

Sveafastigheter AB (publ)

The Board of Directors

For further information, please contact:

Kristel Eismann, Head of Treasury and IR, ir@sveafastigheter.se

About Sveafastigheter

Sveafastigheter owns, manages and develops people's homes. The property portfolio consists of a wide range of rental apartments in growth regions in Sweden. The buildings are managed and developed with a local presence and commitment. Sveafastigheter develops and builds new sustainable housing where the demand for housing is the greatest.