Shareholders of Fabege AB (publ) are hereby invited to attend the Annual General Meeting on Wednesday 23 April 2025. The Annual General Meeting will be held at 3:00 pm at Scenen Konferens, Englundavägen 5B, Solna. Registration for the Annual General Meeting will begin at 2:15 pm.

Right to participate and registration
Shareholders who wish to participate in the Annual General Meeting must both be entered in the share register administered by Euroclear Sweden AB concerning the circumstances as per Friday, 11 April 2025 and notify their intention to attend the Annual General Meeting no later than 4:00 pm on Tuesday, 15 April 2025. Registration of participation in the Annual General Meeting can be submitted

• at Euroclear Sweden AB’s website, https://anmalan.vpc.se/EuroclearProxy,
• by e-mail to GeneralMeetingService@euroclear.com,
• by telephone to +46 8 402 90 68, or
• by regular mail to Fabege AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.

When registering, shareholders must provide their name/company name, personal or corporate identification number, address and telephone number, as well as the number of shares held. If the shareholder wishes to bring an assistant to the meeting venue, the number of assistants (maximum two) must be stated in the registration.

In addition to attending the Annual General Meeting in person or by proxy, the shareholders will also be given the opportunity to exercise their voting rights through postal voting (see below under the heading Postal voting). The Annual General Meeting will be broadcast live.

Nominee-registered shares

Shareholders who have their shares registered with an authorised nominee must re-register their shares in their own name with Euroclear Sweden AB. Shareholders who wish such re-registration, so-called registration of voting rights, must request it from their nominee. To have the right to participate in the meeting, registration must be made so that the shareholder is included in the presentation of the share register concerning the circumstances as per Friday, 11 April 2025. This implies that the shareholders must inform the nominee well in advance of this date. Such registration may be temporary.

Postal voting

Shareholders can exercise their voting rights by casting their postal vote by post or e-mail before the meeting. A special form must be used for postal voting, which is available on the company’s website,www.fabege.com/agm. The postal voting form is valid as registration to attend the meeting. The voting form must be received by Euroclear Sweden AB no later than Tuesday, 15 April 2025. If the shareholder is a legal entity, a certificate of registration or an equivalent authorisation document must be attached to the postal voting form. The form, and any attachments, are to be submitted by e-mail to GeneralMeetingService@euroclear.com or by post to Fabege AB, ”Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.

The shareholder must not provide the postal vote with special instructions or conditions. If so, the postal vote in its entirety is invalid. More detailed instructions are provided in the postal voting form.

Please note that shareholders who wish to postal vote must, as with personal participation, be registered in the company’s share register as of Friday, 11 April 2025 (and if the shares are nominee-registered, ensure that the shares are registered in their own name as above).

Proxy and proxy form

Shareholders who do not intend to attend the meeting in person may – in addition to the option of postal voting as above – be represented by a proxy with a written, dated and duly signed power of attorney.The same applies to postal voting through a proxy. Proxy forms are available at the company’s website, www.fabege.com/agm. The power of attorney is valid for one year from issuance or the longer validity period stated in the power of attorney, but no more than five years. If the power of attorney is issued by a legal entity, a certificate of registration or an equivalent authorisation document must be attached. To facilitate registration at the meeting, the power of attorney and registration certificate and other authorization documents should be sent to one of the addresses specified in this notice when registering.

Proposed agenda
1. Opening of the Meeting.

2. Election of Chairman of the Meeting.

3. Preparation and approval of voting list.

4. Approval of the agenda.

5. Election of one or two persons to verify the minutes.

6. Determination of whether the meeting has been duly convened.

7. Presentation of the Annual Report and Auditors’ Report, as well as the Consolidated Financial Statements and the Consolidated Auditor’s Report. In connection, a presentation by the Chief Executive Officer.

8. Resolutions regarding

a) the adoption of the Profit and Loss Account and Balance Sheet as well as the Consolidated Profit and Loss Account and Consolidated Balance Sheet,

b) the dispositions of the company’s profit in accordance with the adopted Balance Sheet,

c) discharge from liability of the Board members and the Chief Executive Officer, and

d) record date should the Meeting decide on dividend payment.

9. Resolution regarding the number of Board members and, in this connection, a presentation by the Nominating Committee of its work.

10. Resolution regarding remuneration for the Board of Directors and the company’s auditor.

11. Election of Board members and Chairman of the Board.

12. Election of auditor.

13. Resolution on guidelines for the procedure for appointing the Nominating Committee.

14. Resolution on guidelines for remuneration of senior executives.

15. Approval of remuneration report.

16. Resolution authorising the Board of Directors to decide on acquisition of own shares and transfer of such treasury shares to other parties.

17. Other items.

18. Closing of the meeting.

The Board of Directors’ motions
Item 8 b) and 8 d) – Dividend and record date

The Board of Directors proposes that the Annual General Meeting resolves to approve a dividend for 2024 of SEK 2.00 per share to be disbursed on four occasions, each of SEK 0.50 per share.

The record dates for receipt of dividend are proposed to be 25 April 2025, 14 July 2025, 13 October 2025 and 12 January 2026.

Should the Annual General Meeting resolve to approve the said motion, the dividend is scheduled to be distributed by Euroclear Sweden AB on 30 April 2025, 17 July 2025, 16 October 2025 and 15 January 2026.

Item 14 – Guidelines for remuneration of senior executives

The Board has drawn up a proposal for guidelines for remuneration of senior executives. The guidelines mainly imply the following.

Company management is defined as the Chief Executive Officer and other members of the company management. The guidelines shall be applied to remuneration that is agreed, and changes made in already agreed remuneration, after the guidelines are approved by the 2025 Annual General Meeting. The guidelines do not cover remuneration that is approved by the Annual General Meeting.

The remuneration shall be market-related and competitive and may be composed of the following components: fixed cash salary, variable cash remuneration, pension benefits and other (minor) benefits as well as contributions to the Company’s profit-sharing fund. The Annual General Meeting can – and independent of the guidelines – resolve, for example on share-based and share-price-based payments.

The fixed salary is reviewed every year. The fulfilment of criteria for payment of variable cash remuneration must be measurable and followed up on an annual basis (calendar year). The variable cash remuneration may amount to a maximum of nine monthly salaries equivalent to not more than 75 per cent of the fixed annual cash salary.

The retirement age shall be 65. Pension benefits should be equivalent to the ITP supplementary pension plan for salaried employees in industry and commerce or be contribution-based with a maximum contribution of 35 per cent of pensionable salary. Variable cash remuneration shall be pensionable.

Other benefits, where applicable, shall only constitute a limited part of the total fixed remuneration.

The company has a profit-sharing fund covering all employees.

In the event of termination by the company, the period of notice may be a maximum of twelve months. Termination salary and severance pay must not exceed 24 monthly salaries. In the event of notice of termination by the executive, the period of notice may be a maximum of six months, without the right to severance pay.

The variable cash remuneration shall be linked to predetermined and measurable criteria, which may be financial or non-financial. The measurement period for all goals is the calendar year. As far as financial goals are concerned, the assessment shall be based on the latest financial information published by the company. Variable remuneration to company management must not exceed a maximum total annual cost for the company of around SEK 17m (excluding social security fees), calculated on the basis of the number of persons who currently constitute senior executives.

The Board of Directors may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for this in an individual case and a departure is necessary to meet the company's long-term interests, including its durability, or to ensure the company's financial viability.

More information about the Board’s proposal for remuneration of company management, including the proposed guidelines in their entirely, is available on the company’s website, www.fabege.com/agm.

Item 15 – Approval of remuneration report

The Board of Directors has prepared a remuneration report on paid and outstanding remuneration that is covered by the company's remuneration guidelines in accordance with the Swedish Companies Act and the Swedish Corporate Governance Board’s remuneration rules. The Board proposes that the Annual General Meeting approve the remuneration report. More information and the remuneration report in its entirety, are available on the company’s website, www.fabege.com/agm.

Item 16 – Authorisation for the Board of Directors to decide on acquisition and transfer of treasury shares

The Board of Directors proposes that the Annual General Meeting authorise the Board, for a period ending no later than at the next Annual General Meeting, to on one or more occasions acquire shares in the company and transfer the company’s shares to other parties. Share buybacks are subject to a limit of 10 per cent of the total number of shares outstanding at any time. Acquisitions may be executed on the Nasdaq Stockholm exchange at a price per share that is within the registered span of share prices at the particular time. All of the treasury shares held by the Company at the time of the Board of Directors’ decision may be transferred. The shares may be transferred either on Nasdaq Stockholm or in another manner, disapplying the shareholders’ preferential rights, at a price per share that is within the registered span of share prices at the particular time. Payment for transferred shares may take the form of cash, cash in kind, the offsetting of debt or otherwise be subject to terms and conditions. The reason for the authorisation is to be able to continuously adjust the company’s capital requirements and thus contribute to increasing shareholder value and, in connection with the financing of any property or company acquisitions, to be able to use treasury shares as a means of payment.

Resolutions proposed by the Nominating Committee
Items 2, 9, 10, 11, 12, 13 – Election of Chairman for the Annual General Meeting, resolutions on the number of Board members etc. and on the remuneration of the Board of Directors and auditors, the election of a Board of Directors and Chairman of the Board, election of auditors as well as resolution on guidelines for appointing the Nominating Committee.

In accordance with the principles adopted by Fabege’s 2024 Annual General Meeting, the following persons have been appointed to the Nominating Committee: Göran Hellström (Backahill AB), Haavard Rønning (Geveran Trading Co Ltd), Johannes Wingborg (Länsförsäkringar Fondförvaltning AB) and Katarina Hammar (Nordea Funds Ltd). Göran Hellström has served as the Committee’s chairman. The four owner representatives jointly represent approximately 35.7 per cent of the votes in Fabege as of 31 December 2024.

The Nominating Committee proposes that the 2025 Annual General Meeting resolve:

• to elect Jan Litborn as Chairman of the Annual General Meeting,
• to appoint Jonas Gombrii and Johannes Wingborg to verify the minutes,
• to appoint seven Board members without deputies,
• to re-elect Anette Asklin, Mattias Johansson, Jan Litborn, Lennart Mauritzson, Bent Oustad and Sofia Watt and to elect Tomas Eriksson as a new member.
• to re-elect Jan Litborn as Chairman of the Board,
• to elect the registered audit firm KPMG AB, with authorised auditor Mattias Johansson as auditor-in-charge,
• to approve total directors’ fees of SEK 2,815,000 to be divided as follows: SEK 660,000 to the Chairman of the Board, SEK 280,000 to each Board member and SEK 280,000 as remuneration for work in the Audit Committee, to be distributed as SEK 140,000 to the chairman and SEK 70,000 each to the two members and SEK 195,000 as remuneration for work in the Remuneration Committee, to be distributed as SEK 90,000 to the Chairman and SEK 52,500 each to the two members.
• to approve the payment of audit fees in accordance with approved invoices, and
• that the Nominating Committee ahead of the 2026 Annual General Meeting shall be appointed no later than six months before the 2026 Annual General Meeting, where representatives of the four largest shareholders will be offered seats on the Committee in the first instance. The Chairman of the Nominating Committee shall be the member representing the largest shareholder.

More information about the Nominating Committee’s proposed Board members and auditor is available on the company’s website, www.fabege.com/agm.

Other information

Documents prior to the Annual General Meeting etc.

Accounting documents, auditor’s report, complete proposals and statements, guidelines for remuneration of senior executives, remuneration report, and other documents that must be made available to shareholders according to the Swedish Companies Act (2005:551) will be available at the company’s office no later than three weeks before the Annual General Meeting. The same applies to proxy forms and postal voting forms. The documents will be sent to shareholders who request them from the company and provide their postal/email address. The documents will also be available on the company's website, www.fabege.com/agm.

The Board of Directors’ statement pursuant to Chapter 18, Section 4 of the Companies Act regarding the proposal for dividend is included in the Directors’ Report. The company’s annual report will be distributed in March to those shareholders who have notified that they wish to receive financial information from the company.

Shareholders’ right to request information
Shareholders have the right at the meeting to request information regarding matters that could affect the assessment of an item on the agenda and matters that could affect the assessment of the company’s financial position. The Board of Directors and the CEO must provide such information if the Board considers that such disclosure will not cause material damage to the company. The obligation to disclose information also applies to the company’s relation with other group companies, the consolidated financial statements, and such matters described above that concern subsidiaries.

Number of shares and votes
At the time of issuing this notice, there were 330,783,144 shares and votes in the company. On 25 March 2025, the company held 16,206,048 shares equivalent to approximately 4.9 per cent of all shares and votes.

Personal data

For information about how personal data are processed, please be referred to the privacy policy, which is available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Stockholm, March 2025
Fabege AB (publ)
The Board of Directors