Notice of extraordinary general meeting in KlaraBo Sverige AB

The shareholders of KlaraBo Sverige AB, reg. no. 559029-2727, (the “Company”) are hereby notified of the extraordinary general meeting on 26 June 2026 at 15:00 CEST at the Company’s office at Hyllie Vattenparksgata 11A, SE-215 32 Malmö.

Notification, etc.
Shareholders who wish to attend the extraordinary general meeting must:

• be listed in the share register maintained by Euroclear Sweden AB on 17 June 2026; and
• notify the Company of their intention to attend not later than on 22 June 2026, at the address KlaraBo Sverige AB, Hyllie Vattenparksgata 11A, SE-215 32 Malmö, under “Extraordinary general meeting”, or by e-mail to [email protected].

When giving notice of participation, the notification must state the shareholder’s name, personal identification number or corporate registration number (or the equivalent), address, phone number, shareholding, information regarding accompanying advisers (maximum two) and, where applicable, information regarding legal representatives or proxies.

Nominee-registered shares
To be able to participate in the general meeting, shareholders who have registered their shares in the name of a nominee must temporarily register the shares in their own name in the share register maintained by Euroclear Sweden AB as of the record date set out above. Shareholders wishing to register their shares in their own name must, in accordance with the nominee’s procedures, request that the nominee effects such registration. Voting rights registration requested by a shareholder in such time that the registration has been completed by the nominee not later than 22 June 2026 will be taken into account when preparing the share register.

Proxies
Shareholders who intend to be represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or its equivalent for the legal entity must be attached. The period of validity of the power of attorney is permitted to be up to five years from the date of issue. A copy of the power of attorney and any certificate of registration should be submitted to the Company at the address stated above well in advance of the extraordinary general meeting. The Company provides proxy forms on request and these are also available on the Company’s website, www.klarabo.se.

Number of shares and votes
As of the date of this notice, the total number of shares in the Company amounts to 157,885,751 shares, of which 16,300,000 are shares of series A and 141,585,751 are shares of series B. The total number of votes amounts to 304,585,751, of which 163,000,000 votes relate to shares of series A and 141,585,751 votes relate to shares of series B. The Company holds 7,592,900 treasury shares of series B.

Proposed agenda

1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Amendment of the articles of association
7. Resolution on an issuance of shares with payment through set-off
8. Resolution on the approval of the merger plan
9. Resolution on conditional extraordinary dividend
10. Closing of the meeting

Item 6 – Amendment of the articles of association

In order to enable the share issue in accordance with the proposed resolution in item 7, the board of directors propose that section 4 of the articles of association regarding share classes is amended as follows with respect to the limits on share capital and the number of shares.

The resolution pursuant to this item 6 is conditional upon the general meeting resolving in accordance with the board of directors’ proposals under items 7, 8 and 9.

Item 7 – Resolution on an issuance of shares with payment through set-off

The Company has entered into an agreement to acquire a property portfolio comprising approximately 4,100 apartments in total from SBB i Norden AB, reg. no. 559053-5174, (“SBB”) (the “Portfolio Transaction”) through a share transfer agreement (the “Share Transfer Agreement”). The Portfolio Transaction is conditional, amongst other things, upon the Merger Plan (as defined below) being approved by the general meetings of the Company and Sveafastigheter AB (publ), reg. no. 559449-4329, (“Sveafastigheter”) and upon the Swedish Companies Registration Office (or, if applicable, a court) granting the Company and Sveafastigheter permission to implement the Merger (as defined below). Under the Share Transfer Agreement, the Company shall, upon completion, make payment to SBB by issuing a promissory note (the “Promissory Note”) and SBB shall be entitled to subscribe for shares by setting off the Promissory Note.

The board of directors therefore propose that the general meeting resolves to increase the Company’s share capital through a directed issue of 32,600,001 shares of series A and 74,997,402 shares of series B, entailing an increase in the share capital of SEK 5,379,870.15 on the following terms:

1. The total subscription amount to be paid is SEK 3,583,258,864, which means that the subscription price to be paid for each new share of series A and share of series B amounts to approximately SEK 33.30. The basis for the subscription price has been determined following arm’s length negotiations with SBB and corresponds to the share price attributed to the Company’s shares in the Merger Plan (as defined below) for the Merger (as defined below), after the adjustments mentioned therein.
2. The right to subscribe for shares of series A and shares of series B shall, with deviation from the shareholders’ pre-emption right, be granted to SBB. The reason for the deviation from the shareholders’ pre-emption right is to enable payment in shares of series A and shares of series B in the Portfolio Transaction.
3. Subscription for shares of series A and shares of series B shall take place on a separate subscription list no later than 26 December 2026. The board of directors shall be entitled to extend the subscription period.
4. Payment for subscribed shares of series A and shares of series B shall be made no later than 26 December 2026 by setting off the Promissory Note.
5. The portion of the subscription price exceeding the quota value of the shares shall be transferred to the non-restricted share premium reserve.
6. The new shares shall be entitled to dividends for the first time on the record date for dividends occurring immediately after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
7. The completion of the issue of the shares, including the subscription for the shares and the effectuation of delivery of the shares, is conditional upon the completion of the Portfolio Transaction.
8. The new shares of series A are subject to a conversion clause incorporated in the articles of association as stated in Chapter 4, Section 6 of the Swedish Companies Act.
9. The board of directors, or such person as the board of directors may appoint, is authorised to make such minor adjustments to the resolution as may prove necessary for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

The resolution pursuant to this item 7 is conditional upon the general meeting resolving in accordance with the board of directors’ proposals under items 6, 8 and 9.

Item 8 – Resolution on the approval of the merger plan

The boards of directors of the Company and Sveafastigheter have adopted a joint merger plan dated 18 May 2026 (the “Merger Plan”) which in accordance with Chapter 23, Section 15 of the Swedish Companies Act shall be presented for approval of the general meeting of the Company to enter into force. The board of directors therefore propose that the general meeting resolves to approve the Merger Plan.

According to the Merger Plan, the merger is to take place by way of absorption between the Company and Sveafastigheter in accordance with Chapter 23, Section 1 of the Swedish Companies Act, with Sveafastigheter as the transferee company and the Company as the transferor company (the “Merger”). The Merger Plan was registered with the Swedish Companies Registration Office on 20 May 2026 and the registration was published in Post- och Inrikes Tidningar on 22 May 2026.

The implementation of the Merger is subject, amongst other things, to the Merger Plan being approved at general meetings of the Company and Sveafastigheter, the necessary merger approvals being obtained and the other conditions in the Merger Plan being fulfilled. As merger consideration, the shareholders of the Company will receive shares in Sveafastigheter in proportion to their existing shareholdings in the Company, where twenty-two (22) shares of series B in the Company entitle a holder to receive nine (9) new shares of series B in Sveafastigheter and twenty-two (22) shares of series A in the Company entitle a holder to receive nine (9) new shares of series A in Sveafastigheter.

Provided that the conditions for the Merger are met, the Company will be dissolved without going into liquidation and its assets and liabilities will be assumed by Sveafastigheter upon the Swedish Companies Registration Office registering the Merger, which is expected to take place in September 2026. Settlement of the merger consideration will take place following the Swedish Companies Registration Office’s registration of the Merger.

The board of directors considers the merger consideration to be fair from a financial point of view for the Company’s shareholders, as supported by a fairness opinion from Deloitte AB, and recommends that shareholders vote in favour of implementing the Merger.

The resolution pursuant to this item 8 is conditional upon the general meeting resolving in accordance with the board of directors’ proposals under items 6, 7 and 9.

Item 9 – Resolution on conditional extraordinary dividend

In order to enable the agreed exchange ratio in the Merger in accordance with the proposed resolution in item 8, the board of directors propose that the general meeting resolves on a conditional extraordinary dividend of SEK 1.40 per share to the Company’s shareholders. The dividend is conditional upon (1) the general meeting of the Company approving the issuance of shares pursuant to item 7, (2) the general meetings of the Company and Sveafastigheter approving the Merger (and the ancillary conditional resolutions), (3) the Swedish Competition Authority approving the Merger (including the Portfolio Transaction), and (4) the Swedish Companies Registration Office (or, if applicable, a court) granting the Company and Sveafastigheter permission to implement the Merger. The dividend is also conditional upon the conditions for the dividend being met prior to 1 December 2026. If the conditions for the dividend are not fulfilled by 1 December 2026, the dividend resolution shall lapse without any dividend being carried out.

The proposal entails a total dividend of SEK 210,409,991.40 (taking into account the number of shares held by the Company).

The board of directors is proposed to be authorised to determine the record date for the conditional extraordinary dividend.

The resolution pursuant to this item 9 is conditional upon the general meeting resolving in accordance with the board of directors’ proposals under items 6, 7 and 8.

Majority requirements
For valid resolutions under items 6–8 above, such resolutions must be supported by not less than two-thirds (2/3) of both the votes cast and the shares represented at the general meeting. For valid resolution under item 9, the resolution must be supported by simple majority. The majority requirement under item 8 applies within each class of shares represented at the general meeting.

Pursuant to the Swedish Companies Act and the Takeover rules for regulated markets issued by the Stock Market Self-Regulation Committee (ASK), in the event of a resolution under item 8, shares held by Samhällsbyggnadsbolaget i Norden AB, reg. no. 556981-7660, or its subsidiaries shall not be taken into account in the vote.

Information at the extraordinary general meeting
The board of directors and the chief executive officer shall, if a shareholder so demands and the board of directors believes that it can be done without significant harm to the Company, provide information on matters that may affect the assessment of an item on the agenda, matters that may affect the assessment of the financial position of the Company or its subsidiaries and the Company’s relationship with other group companies.

Available documentation
Documents, including a copy of the Company’s articles of association and relevant documents pursuant to the Swedish Companies Act, will be available at the Company’s office at Hyllie Vattenparksgata 11A, SE-215 32 Malmö and on the Company’s website, www.klarabo.se, not later than three weeks prior to the general meeting. The documents will also be sent free of charge to shareholders who request them and provide their postal address. The documents will also be available at the extraordinary general meeting.

Processing of personal data
For information regarding the processing of your personal data in connection with the general meeting, please refer to the privacy policy available on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Malmö in May 2026

KlaraBo Sverige AB

The board of directors

About KlaraBo
We create value by acquiring, developing, refining, and managing residential properties with a long-term focus. Since our founding in 2017, we have expanded across Sweden and continue to grow in areas where people want to live and work. By maintaining and upgrading existing buildings, constructing new ones when conditions are right, and managing our properties in-house, we create value for our tenants, our investors, and the communities in which we operate. KlaraBo is listed on Nasdaq Stockholm and is traded under the ticker KLARA B.

For more information:
Andreas Morfiadakis, CEO KlaraBo
[email protected]
+46 76 133 16 61