Fastighets Balder : Notice of the Annual General Meeting of Fastighets AB Balder (publ)

The English text is an unauthorized translation solely for convenience purposes. In case of inconsistencies between the Swedish and the English text, the Swedish text shall prevail.

Notice of the Annual General Meeting of Fastighets AB Balder (publ)

The shareholders of Fastighets AB Balder (publ), corporate identity no. 556525-6905, (the "Company") are hereby notified of the Annual General Meeting (AGM) to be held on Thursday, May 11, 2023 at 4 p.m. CET, at Filmstaden Bergakungen, Skånegatan 16B, Gothenburg.

Right to participate in the Annual General Meeting

Shareholders wishing to participate in the AGM shall

• be listed as shareholders (not trustee-registered) in the share register held by Euroclear Sweden AB as of Wednesday, May 3, 2023,
• and have notified of their intention to attend by no later than Friday May 5, 2023. The shareholder shall notify the number of advisors (maximum two) that the shareholder wishes to bring on the AGM within the same time.

Notification

Notification of participation at the AGM shall be made by letter to Computershare AB, "Balder´s AGM 2023" Box 5267, 102 46 Stockholm, Sweden, by email to [e-mail], by telephone [phone], or on this page.

When giving notice of participation, the shareholder shall state his or her name or firm, personal ID/corporate registration number, address and telephone number, and information of representative or proxy, if any.

A shareholder who is exercising his or her rights through a proxy shall provide a written proxy form, valid for a period not exceeding five years calculated from the date of issuance to the day of the AGM. A proxy form is available at the Company´s website. A proxy who is representing a legal entity shall submit a certificate of registration or corresponding legitimacy papers showing authorised signatories. The original power of attorney and certified copy of certificate of registration or corresponding legitimacy papers should be sent to Computershare AB at the above address in good time prior to the AGM.

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Trustee Registered Shares

A shareholder who has nominee-registered its shares must, in order to have a right to participate on the AGM, through the trustee's care register the shares in its own name, so the person in question is registered in the share register kept by Euroclear Sweden AB on the record date on Wednesday May 3, 2023. Such register can be temporary ("rösträttsregistrering"). A shareholder who wishes to register the shares in its own name must, in accordance with the trustee's guidelines, ask the trustee to make such a registration ("rösträttsregistrering"). A registration made by the shareholder within such time that the registration has been made by the relevant trustee no later than May 5, 2023, will be considered at the presentation of the share register.

Proposed agenda

1. Opening of the AGM.
2. Election of chairman of the AGM.
3. Drafting and approval of the voting list.
4. Election of one person to verify the minutes.
5. Review as to whether the AGM has been duly convened.
6. Approval of the agenda for the AGM.
7. Presentation of
8. 1. the annual account and the audit report and the consolidated accounts and the audit report for the group
   2. the auditor's statement regarding the Company's compliance with the guidelines for remuneration to members of the executive management in effect since the previous Annual General Meeting, in connection thereto, presentations by the Managing Director
9. Resolutions regarding
10. 1. to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
    2. the allocation of the Company´s profit in accordance with the adopted balance sheet,
    3. discharge from liability towards the Company in respect of the members of the Board of Directors and the Managing Director
11. Determination of the number of members of the Board of Directors.
12. Determination of remuneration to be paid to the members of the Board of Directors and auditors.
13. Election of members of the Board of Directors.
14. Election of auditor.
15. Resolution regarding appointment of members to the Nomination Committee.
16. Resolution on approval of the remuneration report.
17. Resolution regarding guidelines for remuneration to senior executives.
18. Resolution regarding authorisation for the board to resolve upon new issue of shares.
19. Resolution regarding authorisation for the board to resolve on acquisition and sale of the Company's own shares.
20. Closing of the AGM.

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Proposals for resolution

The Nomination Committee, whose members have been appointed in accordance with the instructions that were decided at the AGM 2022 has been composed of Jesper Mårtensson (appointed by Erik Selin Fastigheter AB) and Rikard Svensson (appointed by Arvid Svensson Invest AB), who together represent approximately 62 percent of the total number of votes in the Company, and Lars Rasin, chair of the Nomination Committee.

Election of the chairman of the AGM (item 2)

The Nomination Committee proposes the chair of the Board of Directors, Christina Rogestam, to be appointed as the chairman of the AGM.

Resolution regarding allocation of the Company's profit in accordance with the adopted balance sheet (item 8 b)

The Board of Directors proposes that no dividend is distributed to the shareholders.

Determination of the number of members of the Board of Directors (item 9)

The Board of Directors is proposed to consist of five board members and no deputies.

Determination of remuneration to the members of the Board of Directors and auditors (item 10)

The Nomination Committee proposes an unaltered fixed directors' fees in the total of SEK 560 000 to be paid and distributed as follows: SEK 200 000 to the chairman of the Board of Directors and SEK 120 000 to each of the other board members elected by the AGM and who are not employed by the Company.

The nomination committee proposes that auditor's fees shall be paid against approved account.

Election of board members (item 11)

The nomination committee proposes re-election, for the time until the next AGM, of

1. Christina Rogestam (chair of the Board of Directors),
2. Erik Selin,
3. Fredrik Svensson,
4. Sten Dunér and
5. Anders Wennergren.

Christina Rogestam is proposed to be re-elected as chair of the Board of Directors.

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Election of auditor (item 12)

It is proposed by the Nomination Committee that Öhrlings PricewaterhouseCoopers AB is reelected as the Company´s auditor until the end of the AGM 2027. Öhrlings PricewaterhouseCoopers AB has announced that if the AGM resolves to elect Öhrlings PricewaterhouseCoopers AB as auditor, Bengt Kron will continue as the main responsible auditor.

Resolution regarding appointment of members to the Nomination Committee (item 13)

The Nomination Committee proposes that the Annual General Meeting approves the following instructions for the Nomination Committee.

The instructions for the Nomination Committee shall remain in force until resolutions concerning changes regarding the Nomination Committee's instructions is made by the Annual General Meeting.

1. The Nomination Committee, which represents the Company's shareholders and is the General Meeting's body for the preparation of certain decisions concerning appointments to be made by the General Meeting, shall carry out its duties in accordance with the Swedish Corporate Governance Code.
2. The Company shall have a Nomination Committee consisting of one member for each of the three largest shareholders in terms of voting rights in accordance with item 3 below, who wishes to appoint a director, as well as the Chairman of the Board. If any of the three largest shareholders in terms of voting rights waive their right to appoint a member to the Nomination Committee, the next shareholder in order of size shall be given the opportunity to appoint a member.
3. The Nomination Committee for next year's Annual General Meeting shall be constituted based on the shareholders who, as of the last banking day in September, have been registered in the share register maintained by Euroclear Sweden AB, as well as other reliable information about shareholdings that has been provided to the Company at this time.
4. The Chairman of the Board shall, as soon as information about ownership as described above is available, contact a representative of each of the three largest shareholders in the Company, who then has the right to appoint one member each to the Nomination Committee. The members of the Nomination Committee shall be announced no later than six months before each Annual General Meeting. If a member is appointed by a certain owner, the name of the owner must be indicated.
5. The Nomination Committee shall appoint the Chairman of the Nomination Committee from among its members. The Chairman shall not be a director of the Company.
6. If one or more of the shareholders who have appointed members to the Nomination Committee no longer belong to the three largest shareholders

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earlier than two months before the Annual General Meeting, members appointed by these shareholders shall make their seats available and the shareholder or shareholders who have become one of the three largest shareholders in terms of voting rights shall, after contact with the Chairman of the Nomination Committee, appoint their members.

1. Shareholders who have become one of the three largest shareholders later than two months before the Annual General Meeting shall, instead of being part of the Nomination Committee, have the right to appoint a representative who shall be temporarily admitted as a member to the Nomination Committee and thus participate without voting rights.
2. Shareholders who have appointed a member of the Nomination Committee have the right to dismiss such member and appoint a new member. Changes regarding the composition of the Nomination Committee shall be announced as soon as they have taken place.
3. The Nomination Committee shall submit proposals for resolutions regarding the following items to the Annual General Meeting (including, where applicable, the Extraordinary General Meeting):
4. 1. a proposal for Chairman of the Annual General Meeting,
   2. a proposal on the number of directors on the board,
   3. a proposal regarding the director's fees divided between the chairman and other directors of the board,
   4. the fees for the Company's auditors,
   5. a proposal for directors,
   6. a proposal for Chairman of the Board of Directors,
   7. the election of an auditor, and
   8. where appropriate, proposals for decisions on instructions for the Nomination Committee.
5. The Company shall be informed of the Nomination Committee's proposals no later than six weeks before the Annual General Meeting. All information about any new directors shall be annexed to the proposal.
6. The mandate of the current Nomination Committee shall remain in force until the new Nomination Committee is appointed according to the criteria above.
7. No remuneration shall be paid to the members of the Nomination Committee.

Resolution on the approval of the remuneration report (item 14)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' remuneration report.

Resolution regarding guidelines for remuneration to senior executives (item 15)

The Board of Directors proposes that the AGM resolve on guidelines below for salary and

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