Notice of the Annual General Meeting in Wihlborgs Fastigheter AB (publ)

3/16/2026 10:30 AM

Notification

Shareholders who wish to participate in the Annual General Meeting must:

· be entered in the register of shareholders prepared by Euroclear Sweden AB
regarding the circumstances on Tuesday, 14 April 2026, and
· give notice of their intention to attend the AGM no later than Thursday, 16 April 2026, according to the instructions below.

Notification of participation may be made in any of the following ways:

· by post to Wihlborgs Fastigheter AB, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm
· by telephone: +46 (0)8-402 91 54
· via Wihlborgs’ website: www.wihlborgs.se, where further information about the Annual General Meeting is also available.

Shareholders who have registered to attend the meeting and wish to participate in person must present valid identification at the entrance to the meeting venue.

Postal voting

The Board of Directors has decided that the shareholders may exercise their voting rights at the Annual General Meeting by postal votings in accordance with section 13 of the Articles of Association and Chapter 7, section 4 of the Swedish Companies Act.

In order to have the right to participate in the Annual General Meeting via postal voting, shareholders must be entered in the register of shareholders maintained by Euroclear Sweden AB as of Tuesday, 14 April 2026.

Notification of participation and postal voting may be made at the latest on Thursday, 16 April 2026 in one of the following ways:

· Electronic voting with BankID: Shareholders who are natural persons may cast their postal vote electronically through verification with BankID via Euroclear Sweden AB’s website:
https://www.euroclear.com/sweden/generalmeetings/.
· Voting by e-mail: A completed and signed postal voting form may be sent by e-mail to:
GeneralMeetingService@euroclear.com. The postal voting form is available on the company’s website www.wihlborgs.se.
· Voting by regular mail: A completed and signed postal voting form may be sent by post to:
Wihlborgs Fastigheter AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. The completed form must be received by Euroclear Sweden AB no later than Thursday, 16 April 2026. The postal voting form is available on the company’s website, www.wihlborgs.se. Shareholders who wish to receive the notice by mail may contact the company by telephone at +46 (0)40-690 57 00.

Shareholders may not include special instructions or conditions in the postal vote. If such instructions are included, the vote (i.e., the entire postal vote) will be invalid. Further instructions and conditions are included in the postal voting form.

Nominee-registered holdings

In order to be entitled to participate in the meeting, both physically and by postal voting, shareholders whose holdings are registered in the name of a nominee must, in addition to registering for the meeting, also have the shares re-registered in their own name so that the shareholder is included in the share register as of April 14, 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such a time in advance as the nominee determines. Voting rights registration that has been made no later than April 15, 2026 will be taken into account when preparing the share register.

Power of attorney

If a shareholder exercises postal voting by proxy a power of attorney must be attached to the form of advance voting. A form for a power of attorney is available on the Company’s web site www.wihlborgs.se. If the shareholder is a legal entity a certificate of registration must be attached to the form.

Further information

For questions regarding the meeting, or to receive the postal voting form by mail, please contact Euroclear Sweden AB by telephone +46 (0)8-402 91 54 (Monday–Friday, 9:00 a.m.–4:00 p.m.).
 

Agenda for the Annual General Meeting of Wihlborgs Fastigheter AB (publ) in Malmö, Wednesday, 22 April 2026

1. Opening of the meeting
2. Election of the Chair of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Approval of the agenda
6. Determination whether the meeting has been duly convened
7. Presentation by the Chief Executive Officer
8. Presentation of the annual accounts and the auditor’s report plus consolidated accounts and the auditors’ report for the Group, and the auditor's opinion on whether the guidelines for remuneration to senior executives that have been in effect since the previous general meeting have been followed
9. Resolutions regarding
a) the adoption of the income statement and balance sheet, and the consolidated income statement and the consolidated balance sheet
b) the appropriation of the company’s profit in accordance with the adopted balance sheet
c) the discharge of the members of the Board and the Chief Executive Officer from personal liability
d) the record day, in the event the Annual General Meeting decides on a dividend
10. Resolution on the number of Board members and auditors
11. Establishment of fees for Board members and auditors
12. Election of the Board of Directors and Chair of the Board
13. Election of auditor
14. Approval of Remuneration Report 2025
15. Resolution on principles for remuneration and employment terms for Group Executive Management
16. Resolution concerning authorisation of the Board to acquire and assign own shares
17. Resolution concerning authorisation of the Board to decide on new share issues equivalent to at most a total of 10 percent of registered share capital, appendix 7
18. Any other business that is required of the meeting under the Swedish Companies Act or the Articles of Association
19. Closing of the meeting
 

Proposed decisions

Item 9 b and d - Appropriation of the company’s profit according to the approved balance sheet

The Board proposes to the Annual General Meeting that the dividend for 2025 of SEK 3.30 per share.

The proposed record date for the dividend is Friday, 24 April 2026.

If the Meeting resolves in line with the proposal, cash payment is expected to be sent by Euroclear Sweden AB on Wednesday, 29 April 2026.
 

Items 2 and 10–13 Election of Chairman for the Meeting; Resolution on the number of members of the Board of Directors and auditors; Establishment of fees for Board members and auditors; Election of Board members and Chairman of the Board; Election of auditors

The Nomination Committee of Wihlborgs Fastigheter AB comprises Göran Hellström (Backahill AB), Elisabet Jamal Bergström (SEB Funds), Johannes Wingborg (Länsförsäkringar Fondförvaltning AB) and Caroline Sjösten (Swedbank Robur Fonder AB). Together they represented 27 percent of the votes in Wihlborgs as of 31 August 2025.

The Nomination Committee proposes:

· Anders Jarl as Chairman of the meeting
· seven Board members with no deputies
· re-election of Anders Jarl, Jan Litborn, Lennart Mauritzson, Anna Werntoft and Anneli Jansson, and new election of Unni Sollbe and Pontus Bodelsson
· Anders Jarl as Chairman of the Board
· Board fees totaling SEK 2,400,000 (2,225,000) allocated as follows:
· SEK 575,000 (520,000) to the Chairman of the Board;
· SEK 250,000 (230,000) per Board member not employed in the company;
· SEK 235,000 (235,000) for work in the audit committee, to be distributed as SEK 115,000 to the chairman and SEK 60,000 each to the two members.
· SEK 90,000 (90 000) for work on the renumeration committee, to be distributed as SEK 60,000 to the chairman and SEK 30,000 to a member.

·  re-election of Öhrlings PricewaterhouseCoopers AB as auditor, with Eva Carlsvi as auditor in charge
· that auditors’ fees be paid in accordance with approved invoices

The Nomination Committee’s complete proposal is included in the notice to the Annual General Meeting. Further information about the Board members is available on Wihlborgs’ website.

Item 14 – Approval of the remuneration report

The principles for remuneration and terms of employment for senior executives and group management were resolved at the 2023 AGM and apply until the 2026 AGM. These are available at the Company’s web site: https://www.wihlborgs.se/en/about-us/corporate-governance/remuneration-principles/.

The board proposes that the annual general meeting decide on approval of the board's report on remuneration in accordance with Chapter 8, section 53 of the Swedish Companies Act.
 

Item 15 – Resolution on principles for remuneration and employment terms for Group Executive Management

Background

According to the Swedish Companies Act and the Swedish Corporate Governance Code, the general meeting shall resolve on guidelines for remuneration and other terms of employment for senior executives. In Wihlborgs, the Chief Executive Officer is currently the only senior executive within the meaning of the Act. The Group Executive Management otherwise consists of the Chief Financial Officer, the Head of HR, the Head of Projects and Development, and the Regional Managers for Malmö, Lund and Helsingborg.

The Board’s proposal

How the guidelines promote Wihlborgs’ business strategy, long-term interests and sustainability

An overarching objective of Wihlborgs’ operations is to create strong growth in shareholder value over time, achieved through the implementation of the company’s business strategy. In brief, the business strategy means that Wihlborgs shall develop, own and manage commercial properties in-house, with a focus on well-functioning submarkets in the Öresund region (for further information see https://www.wihlborgs.se/sv/om-oss/organisation/affarside//). Wihlborgs shall have remuneration levels and employment terms required to recruit and retain senior executives with the competence and capacity needed to achieve established objectives, implement the business strategy and safeguard Wihlborgs’ long-term interests, including its sustainability work. The Board considers and evaluates remuneration as a whole consisting of the components fixed salary, variable remuneration, pension benefits and non-monetary benefits. Market-based and competitive remuneration shall be the overall principles for remuneration to senior executives in Wihlborgs, and these guidelines enable senior executives to be offered such remuneration.

Preparation

The Board’s Remuneration Committee prepares matters regarding guidelines for remuneration and employment terms for senior executives, and the full Board resolves on remuneration and employment terms for senior executives. The Board shall prepare proposals for new guidelines at least every fourth year and present the proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the general meeting, but no later than until the Annual General Meeting 2029. In this capacity, the Board shall also monitor and evaluate programs for variable remuneration for senior executives, the application of the guidelines for remuneration to senior executives, and the prevailing remuneration structures and levels in the company. The participating Board members shall be independent in relation to the company and its executive management. When the Board addresses and resolves on remuneration-related matters, the CEO or other members of Group Executive Management shall not be present, insofar as they are affected by the matters.

Remuneration

The Board of Wihlborgs proposes that remuneration and other employment terms shall be determined with consideration given to competence and area of responsibility. Remuneration for senior executives shall consist of a fixed salary. Any remuneration in addition to the fixed salary shall be capped at half of the fixed salary and shall be paid in cash. Where applicable, remuneration in addition to the fixed salary shall be based on outcomes in relation to predetermined targets and shall align with the interests of the shareholders. The company currently has no remuneration commitments to either senior executives or other members of Group Executive Management beyond the fixed salary. Wihlborgs has a profit-sharing foundation that covers all employees. Allocations to the foundation are linked to the return on equity and are capped at one price base amount per employee per year.

Pension benefits

The retirement age for all members of Group Executive Management is 65. The cost of the CEO’s pension is paid through a premium corresponding to 35 percent of the pensionable salary per year during the term of employment. For other members of Group Executive Management, the ITP plan or equivalent applies.

Non-monetary benefits

Non-monetary benefits for senior executives may include, among other things, private health insurance, mobile phone and company car.

Notice of termination and severance pay

For the CEO, a mutual notice period of six months applies. For other members of Group Executive Management, the notice period is four to six months. Severance pay for the CEO amounts to 18 months’ salary, and for other members of Group Executive Management up to a maximum of 12 months’ salary. Severance pay shall be offset against other income.

Salary and employment conditions for other employees

When preparing the Board’s proposal for these remuneration guidelines, salary and employment conditions for Wihlborgs’ other employees have been taken into account. Information regarding employees’ total remuneration, the components of remuneration and the increase and rate of increase over time has formed part of the Board’s decision-making basis when evaluating the reasonableness of the guidelines and the limitations arising from them.

Deviation from the guidelines in special circumstances

The Board may decide to temporarily deviate from the guidelines in whole or in part if, in an individual case, there are special reasons for doing so and a deviation is necessary to safeguard the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability.

Description of significant changes to the guidelines and how shareholders’ views have been taken into account

These guidelines have been prepared in accordance with the requirements applicable ahead of the 2026 Annual General Meeting. The Board has reviewed the guidelines and made minor editorial adjustments. Otherwise, the same guidelines apply as previously with regard to fixed and variable salary, other benefits, allocations to the company’s profit-sharing foundation, employment terms, etc.

Information regarding previously decided remuneration that has not yet fallen due for payment

At the time of the 2026 Annual General Meeting, the company has no outstanding remuneration commitments that have not fallen due for payment, other than ongoing commitments to senior executives in accordance with the remuneration principles adopted at the 2023 Annual General Meeting.

Item 16: Resolution concerning authorisation of the Board to acquire and assign own shares

The Board’s proposal means that the Board is authorised to acquire and assign its own shares before the next Annual General Meeting as follows:

A. Authorisation to decide on acquisition of own shares

1. Acquisition may occur of as many shares as are needed so that the company’s holdings total at most ten (10) percent of all the company’s registered shares.
2. Acquisition is to take place on Nasdaq Stockholm.
3. Acquisition is to take place at a price per share within the price range registered at any given time.
4. Payment for the shares is in cash.
5. Acquisition may take place on one or more occasions during the period up to the next AGM.

B. Authorisation to decide on assignment of own shares

1. All shares held by the company may be assigned. However, in the event of disapplying shareholders’ preferential rights for the period until the next AGM, the number of assigned shares together with the number of shares issued disapplying shareholders’ preferential rights under the authorisation in Item 17 may never exceed ten (10) percent of the company’s total shares at the time of the authorisation.
2. Assignment can take place both on Nasdaq Stockholm and, disapplying the shareholders’ preferential rights, to third parties in connection with acquisitions of properties or of companies.
3. Assignment takes place at a price per share within the price range registered at any given time.
4. Assignment may take place on one or more occasions during the period up to the next AGM.
5. Remuneration for assigned shares can be paid in cash or, in conjunction with property or company acquisitions, through non-cash considerations, through set-offs, or otherwise subject to conditions.

Item 17 – Resolution concerning authorisation of the Board to decide on a new share issue equivalent to a maximum ten (10) percent of shares outstanding

The Board’s proposal means that the Board is authorised, before the next AGM, to take decisions on new share issues of equivalent to at most a total of ten percent (10) of the company’s share capital at the time of the authorisation. The Board has the right to decide to disapply shareholders’ preferential rights, as well as on conditions under Chapter 13, Section 5, paragraph 1, point 6 of the Swedish Companies Act (non-cash consideration, set-off, or other conditions).

However, in the event of such disapplication of shareholders’ preferential rights for the period until the next AGM, the number of newly issued shares together with the number of assigned shares disapplying shareholders’ preferential rights under the authorisation in Item 16 may never exceed ten (10) percent of the company’s total shares at the time of the authorisation.

Issues may only take place at market prices.

Other information

The Board’s complete proposal on other business and the Board’s reasoned statement on decisions under Items 8 and 15, as well as the auditor’s statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act on whether the AGM’s guidelines for salaries and other remuneration to senior executives have been followed, will be available at Wihlborgs’ office in Malmö from 16 March 2026. Copies of the documents will be sent to shareholders who request them and who provide their postal address in that connection. The documents are also available on the company’s website, www.wihlborgs.se. The Annual Report and Auditors’ Report will be published on www.wihlborgs.se on 31 March 2026 and distributed to shareholders who have requested this service. The statement of the Board in accordance with Chapter 18, Section 4 of the Swedish Companies Act concerning the proposed dividend is included in the administration report.

The Board and the CEO shall, if requested by a shareholder and if the Board considers it possible without material harm to the company, provide information at the Annual General Meeting regarding matters that may affect the assessment of items on the agenda, the financial situation of the company or its subsidiaries, and the company’s relationship with other group companies.

At the time of issuing this notice, the company had 307,426,912 shares and votes outstanding.
The company holds no treasury shares.

Malmö, March 2026

Wihlborgs Fastigheter AB (publ)
The Board of Directors

Wihlborgs Fastigheter AB (publ) is a property company that focuses on commercial properties in the Öresund region. Its property portfolio is located in Malmö, Helsingborg, Lund and Copenhagen. In Malmö, Lund and Helsingborg, Wihlborgs is the leading property company. The book value of the company’s properties totals SEK 64 billion, representing an annual property rental value of SEK 5.0 billion. Wihlborgs’ shares are listed on the Large Cap List of Nasdaq Stockholm.