REG

ANNUAL GENERAL MEETING IN CIBUS NORDIC REAL ESTATE AB (PUBL)

The board of directors of Cibus Nordic Real Estate AB (publ) has resolved to convene an annual general meeting to be held Wednesday 15 April 2026. Further details on the proposals can be found in the notice convening the meeting, below.

The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website within the next few days.

NOTICE OF ANNUAL GENERAL MEETING OF CIBUS NORDIC REAL ESTATE AB (PUBL)

Cibus Nordic Real Estate AB (publ) holds an annual general meeting on Wednesday 15 April 2026, at 10:00 a.m. CEST at 7A Posthuset, Vasagatan 28, Stockholm, Sweden. Registration starts at 9:30 a.m. CEST.

The board of directors has resolved, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the company's articles of association, that shareholders shall have the right to exercise their voting rights by postal voting prior to the meeting. Consequently, shareholders may choose to exercise their voting rights at the meeting by attending in person, through a proxy or by postal voting.

REQUIREMENTS FOR PARTICIPATION

Shareholders wishing to attend the meeting must:

(i) be recorded as a shareholder in the share register kept by Euroclear Sweden AB as of Tuesday 7 April 2026; and

(ii) notify the company the intention to attend no later than Thursday 9 April 2026. 

Notice may be submitted in writing to the company at the address Cibus Nordic Real Estate AB (publ), "Annual general meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by phone to +46 8 402 91 33 business days between 9:00 and 16:00, on Euroclear's website, https://www.euroclear.com/sweden/generalmeetings/ or by e-mail to [email protected]. On giving notice of attendance, the shareholder should state the shareholder's name (company name), personal identity number (corporate identity number), address, telephone number and number of shares. The registration procedure described above also applies to registration for any advisors. A shareholder that exercises its voting rights through a postal voting form does not have to send in a separate notice of participation, see below under postal voting.

NOMINEE REGISTERED SHARES

In order to participate in the meeting, those whose shares are registered in the name of a nominee must have their shares owner-registered with Euroclear Sweden AB as of Tuesday 7 April 2026. Re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines at such time in advance as the nominee determines. Voting rights registration that the shareholder has requested and has been issued by the nominee no later than Thursday 9 April 2026, will be accepted in the preparation of the share register.

POSTAL VOTING

The shareholders may exercise their voting rights at the meeting by postal voting. A special form shall be used for postal voting. The form is available on the company's website, www.cibusrealestate.com and on Euroclear's website, https://www.euroclear.com/sweden/generalmeetings/. The postal voting form can also be obtained from the company or by contacting Euroclear Sweden AB at the contact information above. For the items on the agenda where the board or the nomination committee have submitted proposals, it is possible to vote Yes or No, which is clearly stated in the postal voting form. A shareholder can also abstain from voting on any item. The completed postal voting form must be received by the company no later than on Thursday 9 April 2026. The postal voting form is valid as a notification to the meeting. Shareholders can, through verification with BankID, cast their postal vote electronically via Euroclear Sweden AB's website https://www.euroclear.com/sweden/generalmeetings/. Such electronic votes must be submitted no later than Thursday 9 April 2026.

The completed form, including any appendices, must be sent by e-mail to [email protected] or alternatively by post in original to Cibus Nordic Real Estate AB (publ), "Annual general meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. If the shareholder is a legal entity, a registration certificate or an equivalent authority document, shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy. The shareholder may not provide special instructions or conditions in the postal voting form. If so, the postal vote is invalid in its entirety. Further instructions and conditions are included in the postal voting form.

PROXIES AND PROXY FORMS

Anyone who does not attend the meeting in person may exercise their right at the meeting via a proxy in possession of a signed and dated form of proxy. The same applies if a shareholder exercises its voting rights by postal voting. Forms of proxy are available on the company's website, www.cibusrealestate.com, and on Euroclear's website https://www.euroclear.com/sweden/generalmeetings/. The form of proxy may also be obtained from the company or by contacting Euroclear Sweden AB at contact information above. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent authority document must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the meeting, forms of proxy, registration certificates and other documentary authority must be received by the company well in advance before the meeting.

PROPOSED AGENDA

  1. Opening of the meeting
  2. Election of chair of the meeting
  3. Preparation and approval of voting list
  4. Election of one or two persons to approve the minutes
  5. Examination of whether the meeting has been duly convened
  6. Approval of the proposed agenda
  7. Presentation by the CEO
  8. Presentation of the annual report and the auditor's report and the consolidated financial statement and the auditor's report on the consolidated statements
  9. Resolution on:
    a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
    b. disposition of the company's results in accordance with the adopted balance sheet and determination of record dates; and
    c. discharge from liability for the board members and the CEO
  10. Determination of fees for the board of directors and auditor
  11. Election of:
    a. board of directors; and
    b. auditor
  12. Resolution on approval of remuneration report
  13. Resolution on amendment of the articles of association
  14. Resolution on authorization for the board of directors to resolve upon new issue of shares, warrants and/or convertibles
  15. Resolution on authorization for the board of directors to resolve upon acquisition and transfer of own shares
  16. Resolution on warrant plan, issue of warrants of series 2026/2029 and transfer of warrants of series 2026/2029
  17. Resolution on Belgian warrant plan and issue of warrants of series 2026/2030
  18. Closure of the meeting

PROPOSED RESOLUTIONS

Item 2 - Election of chair of the meeting

The nomination committee proposes Victoria Skoglund, Lindahl Law firm, member of the Swedish Bar Association, or if she is prevented from attending, the person the nomination committee proposes in her place, be elected chair of the meeting.

Item 9.b - Resolution on allocation of the company's results in accordance with the adopted balance sheet, determination of record dates

The board of directors proposes that the meeting resolves that a dividend of EUR 0.90 per share shall be paid from the unappropriated earnings of EUR 764,616,950, corresponding to a total dividend payment of approximately EUR 73,877,441. The payment of the dividend is proposed to be made on a monthly basis, with twelve instalments, throughout the year. The first instalment is proposed to be EUR 0.07 per share, the second EUR 0.07 per share, the third EUR 0.08 per share, the fourth EUR 0.07 per share, the fifth EUR 0.07 per share, the sixth EUR 0.08 per share, the seventh EUR 0.07 per share, the eighth EUR 0.08 per share, the ninth EUR 0.08 per share, the tenth EUR 0.07 per share, the eleventh EUR 0.08 per share and EUR 0.08 per share at the twelfth instalment. The record dates for the dividend payments are proposed to be 24 April 2026, 27 May 2026, 1 July 2026, 27 July 2026, 27 August 2026, 1 October 2026, 27 October 2026, 26 November 2026, 4 January 2027, 27 January 2027, 24 February 2027 and 1 April 2027. The expected dates of payment will therefore be 4 May 2026, 3 June 2026, 8 July 2026, 3 August 2026, 3 September 2026, 8 October 2026, 3 November 2026, 3 December 2026, 12 January 2027, 3 February 2027, 3 March 2027 and 8 April 2027.

The first payment of dividends on the shares that may be issued on the basis of the authorization for issuance of shares, according to item 14 below, will take place after the first record date after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register maintained by Euroclear Sweden AB. As a result, the total dividend to be proposed (assuming that the proposed authorization is fully utilized, and the shares are entered in the share register before the record date for the dividend on the first date of payment proposed above) may amount to a maximum of, in total, EUR 81,265,185. The board of directors proposes that the remaining earnings is carried forward. 

Item 10 - Determination of fees for the board of directors and auditors

The nomination committee proposes that the fees to the directors shall be in total EUR 241,500 (EUR 231,000), distributed with EUR 69,000 (EUR 66,000) to the chair of the board and EUR 34,500 (EUR 33,000) per board member. No remuneration shall be paid for committee work.

Fees will be paid to the auditor in accordance with approved invoices.

Item 11.a - Election of board of directors

The nomination committee proposes that the board should be composed of six directors elected by the meeting, with no alternates, for the period until the end of the next annual general meeting.

The nomination committee proposes re-election of the directors Elisabeth Norman, Stefan Gattberg, Victoria Skoglund and Patrick Gylling, and new election of Louise Richnau and Stefan Dahlbo. Nils Styf has informed the nomination committee that he declines re-election. As chair of the board, the nomination committee proposes re-election of Stefan Gattberg.

Louise Richnau, born in 1966, holds a master's degree in engineering. She is currently the chair of Eastnine, and runs her own business focused on investment and consulting. Louise has previously been a board member, deputy chair and chair of Castellum. Previous positions include the Swedish National Pension Funds (1-3), the real estate company Drott, partner-owned Nordanö and Brunswick Real Estate Capital (now Niam Credit).

Stefan Dahlbo, born in 1959, holds a degree in business and economics. Stefan was CEO of Fabege from 2019 until the end of November 2025. Previous positions include CEO of Byggmästare Anders J Ahlström Holding AB, CEO & Deputy CEO of Investment AB Öresund and CEO of Hagströmer & Qviberg AB. Today, Stefan is a board member in Byggmästare J Ahlström Holding AB and Sweden Green Building Council.

Complete information about the proposed directors is available on the company's website, www.cibusrealestate.com.

Item 11.b - Election of auditor

The nomination committee proposes that the company shall have one auditor, with no alternate.

The nomination committee proposes that the registered accounting firm Öhrlings PricewaterhouseCoopers AB be re-appointed auditor, in accordance with the board of directors' proposal, for the period until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has given notice that if the nomination committee's proposal for auditor is adopted at the meeting, Johan Rippe, authorized public accountant, will be the person appointed to have main responsibility for the audit.

Item 12 - Resolution on approval of remuneration report

The board of directors proposes that the meeting resolves to approve the board of directors' report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Item 13 - Resolution on amendment of the articles of association

The board of directors proposes that the meeting resolves on an amendment of the company's articles of association, mainly in accordance with the following.

Current wording:

§1 Name of the Company 

The name of the company is Cibus Nordic Real Estate AB (publ). The company is a public limited company.

Proposed new wording:

§1 Name of the Company 

The name of the company is Cibus Real Estate AB (publ). The company is a public limited company.

In addition to the above, minor amendments of an editorial nature are proposed.

The board of directors, or a party designated by the board, has the right to decide on minor changes to the general meeting's resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 14 - Resolution on authorization for the board of directors to resolve upon new issue of shares, warrants and/or convertibles

The board of directors proposes that the meeting resolves to authorize the board of directors to, on one or several occasions, during the period until the next annual general meeting, resolve on the issuance of shares, warrants and/or convertibles, with or without deviation from the shareholders' preferential rights. Furthermore, the proposal provides that the issue may be made against payment in cash, by way of set-off or in kind, or made subject to other conditions.

Upon resolution on an issue of shares, warrants and/or convertibles supported by the authorization, the total number of shares that issued, or accrued through the exercise of warrants or the conversion of convertibles, may not exceed 10 percent of the total number of outstanding shares in the company at the time of the annual general meeting.

The purpose of the authorization, and the reason for any deviation from the shareholders' preferential rights, is to be able to continuously adjust the company's capital structure and thereby contribute to increased shareholder value and to enable the company to finance, wholly or partly, any future acquisitions by issuing shares, warrants and/or convertibles as payment in connection with agreements on acquisitions or to raise capital for such acquisitions.

The board of directors, or a party designated by the board of directors, shall have the right to decide on minor changes to the meeting's resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 15 - Resolution on authorization for the board of directors to resolve on acquisition and transfer of own shares

The board of directors proposes that the meeting resolves upon that the board of directors shall be authorized to, on one or several occasions for the period until the next annual general meeting, acquire own shares in the company so that, as a maximum, the company's holding following the acquisition does not exceed ten percent of all the shares in the company at any time. Acquisitions may only be conducted at Nasdaq Stockholm and at a price that corresponds to not more than the higher of (i) the prices for the latest independent trading and (ii) the highest current independent purchase bid on Nasdaq Stockholm. However, for acquisitions carried out by a stock broker on behalf of the company, the price for the shares may correspond to the volume weighted average price during the time period within which the shares were acquired, even if the volume weighted average price on the day of delivery to the company deviates from what is set out regarding the company's own acquisitions on Nasdaq Stockholm. Payment for the shares shall be made in cash.

The board of directors further proposes that the general meeting resolves to authorize the board of directors to, on one or several occasions for the period until the next annual general meeting, resolve upon transfer of own shares. The number of shares to be transferred may not exceed the total number of shares held by the company at any time. Transfers may be conducted on or outside Nasdaq Stockholm, including a right to resolve upon deviations from the shareholders' preferential rights. Transfer of own shares on Nasdaq Stockholm shall be conducted at a price determined in accordance with the rulebook of Nasdaq Stockholm. Transfers of shares outside Nasdaq Stockholm shall be conducted at a price in cash or value in property that corresponds to, at the time of the transfer, the current market share price of the shares in the company that are transferred, with such deviation that the board of directors considers appropriate depending on the circumstances of each case.

The purpose of the authorizations is to provide the board of directors with greater opportunities to adapt the company's capital structure and thereby contribute to increased shareholder value and to enable the company to, wholly or partly, finance any future acquisitions in a cost-effective manner through payment with the company's own shares.

Item 16 - Resolution on warrant plan, issue of warrants of series 2026/2029 and transfer of warrants of series 2026/2029

The board of directors proposes that the meeting resolves upon introducing a warrant plan (the "Warrant Plan") for employees in the group. The objective of the Warrant Plan, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between employees and created shareholder value. By that means, it is considered that there will be an increased alignment of interests between employees and shareholders in the company. The intention is for the Warrant Plan to be annually recurring and resolved on at future annual general meetings based on proposals from the board.

1. Issue of warrants and participants

1.1 The company shall issue up to 487,500 warrants of series 2026/2029 under the Warrant Plan. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to a wholly owned subsidiary of the company (the "Subsidiary"), with the right and obligation as set forth in section 2 below to transfer the warrants to employees in the group in accordance with the distribution presented in section 3 below. Over-subscription may not take place. The warrants shall be issued without consideration to the Subsidiary.

1.2 Subscription of the warrants of series 2026/2029 shall take place within four weeks from the date of the resolution to issue warrants. The board of directors shall have the right to extend the subscription period.

1.3 The right to acquire warrants of series 2026/2029 shall be granted to the employees of the group in accordance with the following categories:

Category

Guaranteed number of warrants per person

A. CEO

75,000

B. CFO and COO

56,250

Total within the category: 112,500

C. CIO Denmark & Norway, CIO Finland, CIO Sweden, Treasury Manager

30,000

Total within the category: 120,000

D. Other employees

(approximately 12 persons)

15,000

Total within the category: 180,000

1.4 Should warrants of series 2026/2029 remain after all applications have been satisfied up to the guaranteed level as set out in the table in section 3 above, the remaining warrants shall be available for allotment to participants regardless of category. Such additional allotment of warrants shall however amount to a maximum of 50 percent in relation to the guaranteed level which is set out in the table above. Should the remaining number of warrants not be sufficient to satisfy all applications, the remaining warrants shall be allotted pro rata in relation to the number of warrants acquired by each participant. The company's board of directors shall decide on the final allotment.

1.5 The right to acquire warrants from the Subsidiary shall only apply to the employees in the group who have not terminated their employment, been dismissed or whose employment has otherwise ceased at the end of the application period.

2. Transfer of warrants and subsidy

2.1 The Subsidiary shall transfer the warrants of series 2026/2029 to the participants at market value. The market value of the warrants of series 2026/2029 is approximately SEK 6.14 per warrant, according to a preliminary valuation. The preliminary valuation is based on a market value of the underlying share of SEK 149.6 which corresponded to the closing price of the company's share on 4 March 2026, an assumed subscription price of SEK 166.7 per share and takes into account the value limitation set out in section 2 below. The Black & Scholes pricing model has been used for the valuation under the assumption of a risk-free interest rate of 2.23 percent, that future dividends are in line with the company's dividend policy, and a volatility of 23 percent. The preliminary valuation has been performed by Svalner Atlas Sweden KB.

2.2 The company intends to subsidize the warrant premium for the warrants by the company repaying the amount paid by the participant as payment for the warrants by means of a cash bonus. The company will pay such social security contributions (Sw. sociala avgifter) as the company is legally obliged to pay as a result of payment of the cash bonus. Only premiums for warrants that do not exceed the guaranteed level for each participant will be subsidized, in accordance with what is stated in item 3 above.

2.3 The transfer of warrants to employees outside Sweden is subject to (i) tax implications, (ii) the absence of legal obstacles, and (iii) the board's assessment that such a transfer can be carried out with reasonable administrative and financial resources. See also further conditions under section 1.

2.4 For participants who have tax residency in Finland ("Finnish Participants"), the warrants shall be transferred at a premium of 2.5 SEK per warrant. The premium shall be paid by Finnish Participants with their own funds, and no repayment or compensation shall be provided by the company. The subsidy provision in section 2.2 shall not apply. This item 2.4 shall take precedence over other provisions in this resolution to the extent they deviate from such provisions. In other respects, the terms set out in this resolution shall also apply to Finnish Participants. The purpose of this special term is to adapt the programme to Finnish tax and regulatory circumstances and to enhance the attractiveness of the programme for Finnish Participants. The board of directors is specifically authorised to determine the final premium level for Finnish Participants and to make such adjustments to the special terms for Finnish Participants as may be required based on tax analysis or other regulatory requirements in Finland.

3. Time and price for subscription for shares

3.1 Each warrant shall entitle to subscription of one (1) share in the company at a subscription price in SEK of 110 percent of the average volume-weighted price paid for the company's share on Nasdaq Stockholm during the period from and including 24 April 2026 up until and including 2 May [1] If the company has inside information during the aforementioned period, the board of directors shall be entitled to postpone the measurement period. The subscription price may not be lower than the current quota value of the share.

3.2 If the average price of the company's share, calculated as set out in the complete terms and conditions for the warrants, in connection with subscription of new shares by exercise of the warrants, exceeds a value of 150 percent (the "Cap") of the calculated volume-weighted average price paid for the company's share on Nasdaq Stockholm during the period from and including 24 April 2026 up until and including 2 May 2026, a recalculated lower number of shares to which each warrant entitles shall apply.

3.3 Subscription for shares in accordance with the terms and conditions for the warrants of series 2026/2029 (see the separate terms and conditions that are available at the company's website) may take place during a period of two weeks from the day following the publication of the company's interim report for the period 1 January - 31 March 2029, but not earlier than 13 April 2029 and no later than 5 June 2029.

3.4 If the Cap is reached during any relevant measurement period, the company shall give notice thereof, whereby holders of warrants, in addition to what is stated in section 3 above regarding the time for notice of subscription, shall be entitled to subscribe for shares by exercising the subscription right within a two-week period after the date of such notice. "Relevant measurement period" means a period of five trading days after the date of publication of the company's interim reports (including year-end report) during the term of the Warrant Plan.

3.5 However, subscription of shares may not take place during such period when trading with the shares in the company is prohibited pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), or any corresponding legislation applicable at the relevant point in time. If the warrant holder is unable to subscribe for shares during this period according to item 3.3 or 3.4 because of applicable insider regulation, the company shall have the right to permit that such warrant holder may instead subscribe for shares as soon as the holder is no longer prevented from doing so, but no later than 30 calendar days after such impediment has ended.

3.6 The number of shares that the warrants of series 2026/2029 entitle to, and the subscription price may be recalculated on the basis of, among other things, bonus issues, share splits or reverse share splits, rights issues or certain reductions of the share capital or similar actions (whereby also the value limitation in section 2 above may be adjusted accordingly). Recalculation of the subscription price may also take place if dividends paid during the term of the Warrant Plan deviate from the dividends forecasted at time of transfer of the warrants that have been used in determining the warrant premium. Complete terms and conditions for the warrants are available at the company's website. The new shares that may be issued if the warrants are exercised are not subject to any restrictions.

3.7 The shares that are newly issued following subscription shall entitle to dividends for the first time on the first record date for dividends which occurs after subscription for shares as a result of exercising the warrants is effected.

3.8 The board of directors of the company may by means of a board resolution and with the consent from the board of directors in the Subsidiary cancel warrants held by the Subsidiary which are not transferred in accordance with section 2. Cancellation shall be registered with the Swedish Companies Registration Office.

4. Increase of share capital, dilution and costs etc.

4.1 Increase of share capital and dilution

Upon full subscription and full exercise of the proposed warrants of series 2026/2029, 487,500 new shares may be issued, corresponding to an increase of the company's share capital by EUR 4,875. Such increase corresponds to a dilution of the shareholders' holdings of approximately 0.59 percent of the total number of shares in the company if all warrants of series 2026/2029 are exercised, subject to any recalculation according to the terms and conditions for the warrants. The portion of the subscription price that exceeds the quota value of the shares shall be allocated to the unrestricted share premium reserve.

4.2 Alternative exercise model

The participants in the Warrant Plan shall have the right to, upon subscription of shares by exercise of the warrants, request that an alternative exercise model shall be applied in accordance with the complete terms and conditions. Upon application of the alternative exercise model, the subscription price for each share shall correspond to the at any time applicable quota value and the warrants shall entitle to a recalculated, lower, number of shares.[2] However, the warrants shall not entitle to more than one (1) share per warrant, subject to any recalculation in accordance with the complete terms and conditions for the warrants.

Recalculation of the number of shares that each warrant entitles to subscription of shall be carried out by the company in accordance with the following formula:

recalculated number of shares that each warrant entitles to subscription of

=

The share's average price during a period of 5 trading days following the first day in the subscription period under which the warrants can be exercised for subscription ("Actual Share Price") reduced by the subscription price

Actual Share Price reduced by the quota value of the share

4.3 Costs etc.

The Warrant Plan is expected to have a marginal impact on the company's financial ratios. The company intends to subsidise the price for the warrants by the company repaying the amount paid by the participant as payment for the warrants by means of a cash bonus. The company will pay such social security contributions (Sw. sociala avgifter) as the company is legally obliged to pay as a result of payment of the bonus amount. The participants will in turn pay income tax on the bonus amount. The subsidy will entail that the company's profit is charged with personnel costs and employer contributions, which are estimated to amount to approximately MSEK 3.1. The company will receive an amount estimated to amount to approximately MSEK 2.4 corresponding to the total warrant premiums, which is reported under equity. The Warrant Plan is otherwise expected to entail only certain limited costs for the company in the form of fees to external advisors and administration of the Warrant Plan. No measures for hedging the Warrant Plan are intended to be taken.

5. Right of first refusal and lock-up undertakings

5.1 The allotment of warrants of series 2026/2029 is conditional upon the participants, at the time of allotment, having entered into an agreement with the company that grants the company pre-emptive rights and the right to repurchase the warrants under certain conditions.

5.2 Participation in the Warrant Plan requires that the participant has entered into a so-called lock-up undertaking in favour of the company in respect of any shares that the participant may subscribe for in connection with early subscription of shares pursuant to section 4 above, meaning that the participant, with certain exceptions, has undertaken not to dispose of these shares until at the earliest in connection with the commencement of the subscription period pursuant to section 3.3 above.

6. Preparation of the proposal etc.

6.1 The Warrant Plan has been prepared by the board of directors of the company and has been discussed at a board meeting during spring 2026.

6.2 Apart from the proposed Warrant Plan, the company has four outstanding warrant plans which were introduced in 2023, 2024 and 2025, respectively, for the company's management team. In 2025, two warrant plans were introduced; one for Nordic and one for Belgian participants (for a more detailed description of outstanding warrant plans, see the company's remuneration report for the financial year 2025). Aside from this, there are currently no outstanding share-based incentive plans in the company.

7. Special authorization for the board of directors

7.1 The board of directors is authorized to make such minor adjustments to the resolution by the meeting that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements. The board of directors shall also have the right to make such minor adjustments to the Warrant Plan as required by applicable foreign laws and regulations.

Item 17 - Resolution on Belgian warrant plan and issue of warrants of series 2026/2030

The board of directors proposes that the meeting resolves upon introducing a warrant plan (the "Belgian Warrant Plan") for employees and management contractors in Belgium. The objective of the Belgian Warrant Plan, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between employees and management contractors and created shareholder value. By that means, it is considered that there will be an increased alignment of interests between employees and management contractors and shareholders in the company. The intention is for the Belgian Warrant Plan to be annually recurring and resolved on at future annual general meetings based on proposals from the board.

1. Issue of warrants and participants

1.1 The company shall issue up to 150,000 warrants of series 2026/2030 under the Belgian Warrant Plan. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to the participants in accordance with the distribution presented in section 1.3 below. Over-subscription may not take place. The warrants shall be issued free of charge to the participants.

1.2 Subscription of the warrants of series 2026/2030 shall take place within four weeks from the date of the resolution to issue warrants. The board of directors shall have right to extend the subscription period.

1.3 The right to subscribe for warrants of series 2026/2030 shall be granted to the employees and management contractors in Belgium in accordance with the following categories:

Category

Guaranteed number of warrants per person

A. CFO Benelux, COO Benelux

30,000

Total within the category: 60,000

B. Other employees (group 1)

(approximately 3 persons)

15,000

Total within the category: 45,000

C. Other employees (group 2)

(approximately 6 persons)

7,500

Total within the category: 45,000

1.4 Should warrants of series 2026/2030 remain after all applications have been satisfied up to the guaranteed level as set out in the table in section 1.3 above, the remaining warrants shall be available for allotment to participants regardless of category. Such additional allotment of warrants shall however amount to a maximum of 50 percent in relation to the guaranteed level which is set out in the table above. Should the remaining number of warrants not be sufficient to satisfy all applications, the remaining warrants shall be allotted pro rata in relation to the number of warrants subscribed for by each participant. The company's board of directors shall decide on the final allotment and the total amount of warrants that will be offered to each participant.

1.5 The right to subscribe for warrants shall only apply to the employees and management contractors in Belgium who have not terminated their employment or consultancy agreement, been dismissed or whose employment or consultancy agreement has otherwise ceased at the end of the application period. Warrants may also be offered to future new employees and management contractors. For such acquisitions, the conditions shall be the same or equivalent to what is stated in this resolution.

1.6 The grant of warrants to employees or management contractors outside Sweden is subject to (i) tax implications, (ii) the absence of legal obstacles, and (iii) the board's assessment that such a grant can be carried out with reasonable administrative and financial resources.

2. Transfer of warrants

2.1 The warrants of series 2026/2030 under the Belgian Warrant Plan will be non-transferable by the participants of the Belgian Warrant Plan, except if the participant is a personal service company, in which case the warrants may be transferred by that personal service company to the individual who provides services to that personal service company.

3. Time and price for subscription for shares

3.1 Each warrant shall entitle to subscription of one (1) share in the company at a subscription price corresponding to the lowest of (i) the average closing price of the company share during the thirty days preceding the offer date and (ii) the last closing price of the company share on the day preceding the offer date, which will occur during the subscription period in accordance with section 1.2. The subscription price may not be lower than the current quota value of the share.

3.2 Subscription for shares in accordance with the terms and conditions for the warrants of series 2026/2030 (see the separate terms and conditions that are available at the company's website) may take place during a period of four weeks from the day following the publication of the company's interim report for the period 1 January - 31 December 2029, but not earlier than 17 February 2030 and not later than 23 March 2030.

3.3 However, subscription of shares may not take place during such period when trading with the shares in the company is prohibited pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), or any corresponding legislation applicable at the relevant point in time.

3.4 The terms and conditions of the warrants of series 2026/2030 may be adjusted in case the company is involved in any actions that may have an effect on the market value of the shares in the company (such as, among other things, bonus issues, share splits or reverse share splits, rights issues or certain reductions of the share capital or similar actions) so as to ensure the economic neutrality of these actions and to avoid that the employee/management contractors would economically be disadvantaged by these actions. Complete terms and conditions for the warrants are available at the company's website. The new shares that may be issued if the warrants are exercised are not subject to any restrictions.

3.5 The shares that are newly issued following subscription shall entitle to dividends for the first time on the first record date for dividends which occurs after subscription for shares as a result of exercising the warrants is effected.

4. Increase of share capital, dilution and costs etc.

4.1 Increase of share capital and dilution

Upon full subscription and full exercise of the proposed warrants of series 2026/2030, 150,000 new shares may be issued, corresponding to an increase of the company's share capital by EUR 1,500. Such increase corresponds to a dilution of the shareholders' holdings of approximately 0.18 percent of the total number of shares in the company if all warrants of series 2026/2030 are exercised, subject to any recalculation according to the terms and conditions for the warrants. The portion of the subscription price that exceeds the quota value of the shares shall be apportioned to the unrestricted share premium reserve.

4.2 Costs etc.

The Belgian Warrant Plan is expected to have a marginal impact on the company's financial ratios. The costs for the Belgian Warrant Plan will be reported as personnel costs in the income statement and are expected to amount to approximately MSEK 1.8 and are, besides this, expected to entail only certain limited costs for the company in the form of fees to external advisors and administration of the Belgian Warrant Plan. No measures for hedging the Belgian Warrant Plan are intended to be taken.

5. Leaver event

5.1 If a participant's employment in the company (or any of its affiliates) or service relationship with the company (or any of its affiliates) is terminated during the term of the Belgian Warrant Plan, the participant shall, under certain circumstances, be entitled to retain the warrants that are vested in accordance with the vesting scheme provided for Belgian participants. Warrants that the participant is not entitled to retain, (i.e. the non-vested warrants or, to the extent there is no vesting scheme applicable, all warrants), will lapse and become null and void without any consideration being due to the participant, if the participant's employment in the company (or any of its affiliates) or service relationship with the company (or any of its affiliates) is terminated. The specific circumstances and conditions under which a participant shall be entitled to retain warrants, as well as the vesting scheme, will be detailed in an agreement entered into by each participant and the company, in connection with the offer made to each participant.

6. Preparation of the proposal etc.

6.1 The Belgian Warrant Plan has been prepared by the board of directors of the company and has been discussed at board meetings during the spring of 2026.

6.2 Apart from the proposed Belgian Warrant Plan, the company has four outstanding warrant plans which were introduced in 2023, 2024 and 2025, respectively, for the company's management team. In 2025, two warrant plans were introduced; one for Nordic and one for Belgian participants (for a more detailed description of outstanding warrant plans, see the company's remuneration report for the financial year 2025). Aside from this, there are currently no outstanding share-based incentive plans in the company.

7. Special authorization for the board of directors

7.1 The board of directors is authorized to make such minor adjustments to the resolution by the meeting that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements. The board of directors shall also have the right to make such minor adjustments to the Belgian Warrant Plan as required by applicable foreign laws and regulations.

MAJORITY REQUIREMENTS

Resolutions under item 13, 14 and 15 will not be valid unless supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting. Resolutions under items 16 and 17 will not be valid unless supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.

DOCUMENTS

The complete documents in accordance with the Swedish Companies Act will be available at the company and on the company's website as from no later than Wednesday 25 March 2026 and will be sent immediately without charge to any shareholders who so request and has stated their address. The documents will also be available at the meeting.

NUMBER OF SHARES AND VOTES

As of the date of this notice, the total amount of shares and votes in the company amounts to 82,086,045. The company holds no treasury shares as of the date of this notice.

INFORMATION AT THE MEETING

The shareholders are reminded of their right to request information from the board of directors and the CEO according to Chapter 7, Sections 32 and 57 of the Swedish Companies Act.

PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Stockholm in March 2026

Cibus Nordic Real Estate AB (publ)

The board of directors 

6 March 2026 

For further information, please contact:
Stina Lindh Hök, CEO, Cibus Nordic Real Estate
e-mail: [email protected]  Phone: +46 (0) 8 12 439 100 

Pia-Lena Olofsson, CFO, Cibus Nordic Real Estate
e-mail: [email protected] Phone: +46 (0) 8 12 439 100

Cibus is a real estate company listed on Nasdaq Stockholm Mid Cap. The company's business idea is to acquire, develop and manage high-quality properties in Europe with grocery retail chains as anchor tenants. The company currently owns more than 670 properties in Europe. The largest tenants are Kesko, Tokmanni, Coop, S Group, Rema 1000, Salling, Lidl, Dagrofa and Carrefour. 

[1] The subscription price may be recalculated to euro based on the official SEK/EUR rate of the Swedish Central Bank.

[2] The subscription price may be recalculated to euro based on the official SEK/EUR rate of the Swedish Central Bank.


Om Cibus

Cibus affärsidé är att förvärva, utveckla och förvalta fastigheter av hög kvalitet i Europa med dagligvaruhandelskedjor som ankarhyresgäster.

Webbplats
www.cibusrealestate.com
Bransch
Fastighetsbolag

Prenumerera

Få löpande information från Cibus via e-post.

Språk
Nyhetstyper

Handelsinformation

Kurs 149 SEK (2026-03-05)
Förändring −4,46% (2025-03-05)
Marknad Stockholmsbörsen Kortnamn CIBUS ISIN-kod SE0010832204