EXTRAORDINARY GENERAL MEETING IN CIBUS REAL ESTATE AB (PUBL)
The board of directors of Cibus Real Estate AB (publ) has resolved to convene an extraordinary general meeting to be held 11 June 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 EXTRAORDINARY GENERAL MEETING OF CIBUS REAL ESTATE AB (PUBL)
Cibus Real Estate AB (publ) holds an extraordinary general meeting on 11 June 2026, at 8:30 a.m. CEST in Advokatfirman Lindahl's premises at Smålandsgatan 16 in Stockholm, Sweden. Registration starts at 8:15 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 3 June 2026; and
(ii) notify the company the intention to attend no later than 5 June 2026.
Notice may be submitted in writing to the company at the address Cibus Real Estate AB (publ), "Extraordinary 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 3 June 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 5 June 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 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 5 June 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 5 June 2026.
The completed form, including any appendices, must be sent by e-mail to [email protected] or alternatively by post in original to Cibus Real Estate AB (publ), "Extraordinary 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
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Approval of the proposed agenda
- Resolution on amendment of the articles of association
- Resolution on bonus issue
- Resolution on warrant plan, issue of warrants of series 2026/2029 and transfer of warrants of series 2026/2029
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 7 - Resolution on amendment of the articles of association
The board of directors proposes that the general meeting resolves on an amendment of the company's articles of association, mainly in accordance with the following.
Current wording:
§ 4 Share capital
The share capital shall be not less than EUR 750,000 and not more than EUR 3,000,000.
Proposed new wording:
§ 4 Share capital
The share capital shall be not less than EUR 15,000,000 and not more than EUR 60,000,000.
The proposal for an amendment of the articles of association is conditional upon the general meeting resolving in accordance with the board's proposal under item 8 on the agenda.
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 8 - Resolution on bonus issue
The board of directors proposes that the general meeting resolves on a bonus issue, whereby the company's share capital shall be increased by EUR 14,184,468.576 through a transfer of funds from non-restricted equity. The bonus issue shall take place without the issuance of new shares.
The purpose of the proposal is to, in accordance with Cibus' established and previously communicated strategy, prepare the company's structure for any potential future transactions in the parts of Europe where a larger share capital may be required to carry out transactions. The proposal is not related to any pending transaction, but constitutes a part of the fulfilment of the company's strategy and is only intended to be carried out for preparatory purposes. The proposal only entails a redistribution from non-restricted equity to restricted equity and has no other impact on Cibus.
After the completion of the bonus issue, the company's share capital will amount to EUR 15,005,329.026 divided over 82,086,045 shares, each with a quota value of EUR 0.1828.
The board of directors, or a person appointed 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.
The proposal for a resolution on a bonus issue requires an amendment of the articles of association and is therefore conditional upon the general meeting also resolving, in accordance with the board of directors' proposal, on amendments to the articles of association in accordance with item 7 on the agenda.
Item 9 - 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 1.3 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 | 56,250Total within the category: 112,500 |
| C. CIO Denmark & Norway, CIO Finland, CIO Sweden, Treasury Manager | 30,000Total within the category: 120,000 |
| D. Other employees (approximately 12 persons) | 15,000Total 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 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 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 7.12 per warrant, according to a preliminary valuation. The preliminary valuation is based on a market value of the underlying share of SEK 150.3 which corresponded to the closing price of the company's share on 6 May 2026, an assumed subscription price of SEK 163.9 per share and takes into account the value limitation set out in section 3.2 below. The Black & Scholes pricing model has been used for the valuation under the assumption of a risk-free interest rate of approximately 2.5 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 section 1.3 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 5.1.
2.4 For participants who have tax residency in Finland ("Finnish Participants"), the warrants shall be transferred at a premium of 3.56 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 section 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 2026.1 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, during the five trading days that occur immediately before the first day when subscription of new shares by exercise of the warrants may take place according to section 3.3, 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. For the avoidance of doubt, if recalculation takes place in accordance with section 3.5 or 4.2 below, the Cap shall also be recalculated to ensure that the economic effects of the Cap remain unchanged.
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 April - 30 June 2029, but not earlier than 13 July 2029 and no later than 5 September 2029.
3.4 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 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.
3.5 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 3.2 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.
3.6 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.
3.7 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 (" |
| 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 subsidize 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 3.4. The company will receive an amount estimated to amount to approximately MSEK 2.8 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
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.
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 board meetings during spring 2026.
6.2 Apart from the proposed Warrant Plan, the company has five outstanding warrant plans which were introduced in 2023, 2024, 2025 and 2026, 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) and at the annual general meeting 2026, it was resolved to implement a warrant plan for participants in Belgium. 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.
MAJORITY REQUIREMENTS
A resolution under item 7 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. A resolution under item 9 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 21 May 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 May 2026
Cibus Real Estate AB (publ)
The board of directors
For further information, please contact:
Stina Lindh Hök, CEO
[email protected]
+46 (0)8 12 439 100
Pia-Lena Olofsson, CFO
[email protected]
+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 properties in Europe with grocery retail chains as anchor tenants. The company currently owns about 700 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.
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