Notice of the Annual General Meeting in KlaraBo Sverige AB
The shareholders in KlaraBo Sverige AB, corporate registration number 559029-2727, (the
"Company") are hereby notified of the annual general meeting to be held on Wednesday, 29 April
2026 at 11.00 a.m. at the Company's office on Hyllie Vattenparksgata 11A, 215 32 Malmö, Sweden.
Notification, etc.
Shareholders who wish to participate at the annual general meeting must:
- be listed in the register of shareholders maintained by Euroclear Sweden AB on 21 April 2026,
and
- notify the Company of their intention to attend the annual general meeting, no later than on 23
April 2026, to the address KlaraBo Sverige AB, Hyllie Vattenparksgata 11A, 215 32 Malmö,
Sweden (Labelled "Annual general meeting"), or by e-mail to [email protected].
When giving notice of participation, shareholders must state: their name, personal ID/corporate
registration number (or equivalent), address, daytime telephone number, shareholding in the
Company, the names of any advisers (maximum two) and, when applicable, the name of a proxy or
legal representative.
Nominee-registered shares
To be able to participate at the annual general meeting, shareholders who have registered their
shares in the name of a nominee must request registration of the shares in their own names in the
register maintained by Euroclear Sweden AB. Registration of shareholders should be completed
not later than on 23 April 2026. The shareholder should notify the nominee well in advance of this
date. Such registration may be temporary.
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 also be presented. The period of validity of the power of
attorney is permitted to be up to five years from the date of issue. To facilitate entry at the meeting,
copies of proxies, registration certificates and other authorisation documents should be enclosed
with the notice of participation. The Company provides proxy forms on request and these are also
available at the Company website, www.klarabo.se.
Number of shares and votes
At the time this notice, the Company has a total of 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 are related to shares of series A and 141,585,751 votes
are related shares of series B. The Company owns 7,592,900 of its own shares of series B.
Proposed agenda
1. Opening of the meeting and election of the Chairman for 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. Presentation of the annual report and the auditors' report, the consolidated financial
statements and consolidated auditor's report, the auditor's report on the sustainability
report, and the auditor's statement regarding guidelines for remuneration to the
management
7. Resolution regarding:
a) the adoption of the income statement and balance sheet as well as the consolidated
income statement and consolidated balance sheet;
b) the allocation of the Company's profits in accordance with the adopted balance sheet;
and
c) discharge from liability of the members of Board of Directors and the Managing
Director.
8. Determination on the number of Board members, auditors and deputy auditors
9. Determination on the remuneration for members of the Board of Directors and the auditor
10. Election of Board members, Chairman of the Board and auditor
11. Resolution on approval of remuneration report
12. Resolution regarding authorisation for the Board of Directors to resolve on issue of shares,
warrants and/or convertible instruments
13. Resolution regarding authorisation for the Board of Directors to resolve on acquisitions and
transfer of own shares
14. Close of the meeting
Proposals for resolution
The Nomination Committee has been appointed in accordance with the principles previously
decided by the 2021 annual general meeting and comprises of (i) Roland Schylit, appointed by
Anders Pettersson with company, (ii) Kent Söderström, appointed by Investment AB Spiltan with
company, and (iii) Lennart Sten, appointed on the basis of own shareholding. The chairman of the
nomination committee has been Roland Schylit. The Nomination Committee has submitted
proposals for items 1 and 8 - 10.
Item 1 - Election of the Chairman for the meeting
The Nomination Committee proposes the election of Lennart Sten as Chairman of the annual
general meeting, or, in his absence, such other person nominated by the Nomination Committee.
Item 7 b) - Resolution regarding the distribution of the Company's profits in accordance with the
adopted balance sheet
The Board of Directors proposes a dividend of SEK 0.25 per share, in total SEK 37,573,212.75
(dividends on own shares held by the Company have been excluded from the total amount). The
record date is proposed to be 4 May 2026. If the annual general meeting approves the proposal,
dividend is expected to be paid through Euroclear Sweden AB on the third banking day after the
record date, i.e. 7 May 2026.
It is also proposed that the remaining profits be carried forward.
Item 8 - Determination on the number of Board members, auditors and deputy auditors
The Nomination Committee proposes that the number of Board members elected by the annual
general meeting is seven. Furthermore, the Committee proposes one auditor with no deputy.
Item 9 - Determination on the remuneration for members of the Board of Directors and the auditor
The Nomination Committee proposes a remuneration of SEK 440,000 (440,000) to the Chairman
of the Board and remunerations of SEK 220,000 (220,000) to each of the other Board members
who is not employed by the Company. For the Audit Committee, remuneration to its chairman is
proposed of SEK 100,000 (100,000) and of SEK 80,000 (80,000) to each of its other members. For
the Remuneration Committee, remunerations are proposed of SEK 45,000 (45,000) to each of the
members. The remuneration to the Chairman of the Board includes remuneration for committee
work. The Chairman of the Board shall thus not receive an additional remuneration in the event that
he or she is a member of a committee.
The Nomination Committee also proposes that remunerations to the auditor are paid against
approved invoices.
Item 10 - Election of Board members, Chairman of the Board and auditor
The Nomination Committee proposes the re-election until the end of the next annual general
meeting of the board members Lennart Sten, Anders Pettersson, Joacim Sjöberg, Sophia MattssonLinnala, Per Håkan Börjesson, Karin Gunnarsson and Ralph Mühlrad. It is proposed that Lennart
Sten be re-elected as Chairman of the Board.
The board members are presented in more detail on the Company's website, www.klarabo.se.
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation,
the re-election of the Company's current auditor, the registered accounting firm Öhrlings
PricewaterhouseCoopers AB, until the end of the next annual general meeting. Öhrlings
PricewaterhouseCoopers AB have notified that authorised public accountant Mats Åkerlund will
serve as the auditor in charge.
Item 11 - Resolution on approval of remuneration report
The Board of Directors proposes that the annual general meeting resolves to approve the Board of
Directors' remuneration report in accordance with Chapter 8, Section 53a of the Swedish
Companies Act.
Item 12 - Resolution regarding authorisation of the Board of Directors to issue new shares, warrants
and/or convertible instruments
The Board of Directors proposes it be authorised to, with or without deviation from shareholders'
pre-emption rights and on one or several occasions during the period until the next annual general
meeting, resolve to increase the Company's share capital with not more than 20 per cent of the
share capital of the Company at the time of the annual general meeting, by issuing new shares of
series B, or warrants or convertible instruments regarding such shares.
Any issues under this authorisation shall be conducted under market conditions, subject to issue
discounts in line with market practice. Payment may, apart from payment in cash, be made in kind
or by set-off or otherwise be coupled with conditions pursuant to the Swedish Companies Act. The
Board of Directors shall determine the other conditions for issues in accordance with this
authorisation and who shall have the right to subscribe for shares, warrants or convertibles. The
purpose of the authorisation and the reasons for any deviation from the shareholders' pre-emption
rights and/or with payment in kind or by set-off or otherwise is that the Company in connection with
acquisitions, directly or indirectly, of properties or property-owning companies may quickly need
access to capital or be able to pay for such acquisitions with the Company's shares, or otherwise
to capitalise the Company in a time- and cost-effective manner.
The Managing Director, or any person appointed by the Board of Directors, shall be authorised to
make minor amendments to the annual general meeting's resolution and to take those measures
that are required in connection with the registration of the resolution.
A resolution in accordance with the proposal is valid only if supported by shareholders holding at
least two-thirds of both the votes cast and the shares represented at the meeting.
Item 13 - Resolution regarding authorisation of the Board of Directors to resolve on acquisitions and
transfers of own shares
The Board of Directors proposes it be authorised to, on one or several occasions during the period
until the next annual general meeting, resolve on acquisitions of own shares as follows:
1. Acquisition may take place provided that the Company's holding does not at any time exceed
ten per cent of all shares in the Company.
2. Acquisition may take place on Nasdaq Stockholm.
3. Acquisitions on Nasdaq Stockholm may only occur at a price per share within the price
interval registered at any given time, i.e. the interval between the highest bid price and the
lowest selling price.
4. Payment for the shares shall be made in cash.
The Board further proposes it be authorised to, on one or several occasions during the period until
the next annual general meeting, resolve on transfer of the Company's own shares as follows:
1. All treasury shares held by the Company at any given time may be transferred.
2. Transfer of own shares shall be made either on Nasdaq Stockholm or in another manner
with deviation from shareholders' preferential rights.
3. Transfer of shares on Nasdaq Stockholm may only occur at a price per share within the price
interval registered at any given time, i.e. the interval between the highest bid price and the
lowest selling price. Transfer of own shares in another manner shall be conducted under
market conditions, subject to issue discounts in line with market practice.
4. Payment for transferred shares may, apart from payment in cash, be made in kind or by setoff.
The purpose of the authorisation to acquire and transfer own shares is to provide the Board of
Directors with greater freedom of action in relation to the Company's capital structure, and to make
it possible for the Company to finance acquisitions with own shares. The possibility to deviate from
the shareholders' preferential rights when transferring own shares is motivated by the fact that such
a transfer can be done more rapidly and more cost efficient than by a transfer to the shareholders.
If, in connection with an acquisition, the Company's own shares are transferred against
compensation in any other form than cash, the Company cannot provide the shareholders the
opportunity to exercise their preferential rights.
A resolution in accordance with the proposal is valid only if supported by shareholders holding at
least two-thirds of both the votes cast and the shares represented at the meeting.
Information at the annual general meeting
The Board of Directors and the Managing Director shall, upon request by any shareholder and
where the Board of Directors considers that it can be done without significant harm to the Company,
provide information concerning circumstances which may affect the assessment of an item on the
agenda or the Company's financial situation. The duty to provide information also applies to such
circumstances regarding the Company's subsidiaries, its relationship to other group companies and
to the group accounts.
Available documentation
The financial statements and auditor's report, the auditor's statement on the application of the
guidelines for the remuneration to senior executives, a complete set of proposals for the resolutions,
and, where applicable, reasoned opinions as well as other documents pursuant to the Swedish
Companies Act will be available at the Company's office on Hyllie Vattenparksgata 11A, 215 32
Malmö, Sweden and on the Company's website, www.klarabo.se, not later than three weeks before
the annual general meeting. Copies of the documents are sent free of charge to shareholders who
have requested this and provided their postal address. The documents will also be available at the
annual general meeting.
Processing of personal data
For information regarding the processing of your personal data in connection with the annual
general meeting, please refer to the privacy policy available on:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
___________________
Malmö, March 2026
KlaraBo Sverige AB
The Board of Directors
Om KlaraBo
KlaraBo är ett fastighetsbolag som förvärvar, uppför, äger och förvaltar attraktiva bostäder. Företaget grundades 2017 och agerar över hela landet.