NOTICE TO ANNUAL GENERAL MEETING IN QUARTIERS PROPERTIES AB (PUBL)

The shareholders of Quartiers Properties AB (publ), reg. no 556975-7684 (the "Company"), are hereby summoned to the Annual General Meeting on Tuesday 11 June 2024 at 11.00 a.m. at Qap Legal Advisors' premises at Norrlandsgatan 7 in Stockholm, Sweden.

Right to attend and notification

Shareholders who wish to attend the Annual General Meeting must:

• be entered in the share register maintained by Euroclear Sweden AB no later than Friday 31 May 2024,
• notify the Company of their participation no later than Tuesday 4 June 2024.

Notice shall be made in writing via e-mail to info@qaplegal.com or by regular mail to Qap Legal Advisors AB, att: ”AGM Quartiers Properties”, Norrlandsgatan 7-9, 111 43 Stockholm, Sweden. The notification shall include name, personal identity no or corporate registration no, shareholding, address, telephone number and, when applicable, information about representatives, proxies and assistants (no more than 2). When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

Nominee shares

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the Annual General Meeting, have their shares registered in their own name in the share register maintained by Euroclear Sweden AB. Such re-registration may be temporary (so-called voting rights registration) and must be completed no later than on the record date 31 May 2024. Shareholders must therefore contact their nominee well in advance according to the nominee’s procedures and request such voting rights registration. Voting rights registration made by the nominee no later than Friday 7 June 2024 will be taken into account in the preparation of the share register.

Proxy etc.

If a shareholder is to be represented by a proxy, the proxy must present a written, dated, and by the shareholder signed power of attorney to the general meeting. The power of attorney may not be older than one (1) year from the date of issuance. If the power of attorney is issued by a legal entity, the proxy must also bring a certificate of registration or equivalent authorization document for the legal entity. A proxy form will be available on the Company's website no later than three (3) weeks before the Annual General Meeting and will be sent to shareholders who request it and submit their postal address.

No of shares and votes

At the time of this notice, the number of outstanding shares in the Company amounts to 6,769,868 preference shares, with a voting value of one (1) vote per preference share, and 57,697,005 ordinary shares, with a voting value of ten (10) votes per ordinary share. Thus, there are a total of 64,466,873 shares and a total of 583,739,918 votes in the Company. The Company holds no own shares.

Proposed agenda:

1. Opening of the meeting;
2. Election of a chairman of the meeting;
3. Preparation and approval of the voting register;
4. Election of one or two persons to attest the minutes;
5. Determination of whether the meeting has been duly convened;
6. Approval of the agenda;
7. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements;
8. Resolutions regarding

a)         adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,

b)         dispositions in respect of the company’s profit or loss pursuant to the adopted balance sheet,

c)         discharge from liability for the members of the Board of Directors and the Managing Director,

9. Determination of the number of board members of the Board of Directors and auditors;
10. Determination of fees to the Board of Directors and the auditors;
11. Election of members of the Board of Directors and auditing firm;
12. Resolution regarding the Nomination Committee;
13. Resolution regarding amendment of the articles of association;
14. Resolution authorizing the Board of Directors to issue shares, convertibles and/or warrants;
15. Resolution authorizing the Board of Directors to make minor adjustments to the resolutions;
16. Closing of the meeting.

Proposed resolutions:

Election of chairman of the meeting (item 2)

The Nomination Committee, consisting of Andreas Bonnier (representing Egonomics AB) and Mats Lundberg (representing Fastighets Aktiebolag Bränneröd and Mats Invest AB), proposes that Dennis Lundquist from Qap Legal Advisors is appointed chairman of the meeting, or, in his absence, the person designated by a representative of the Nomination Committee.

Allocation of result (item 8b)

The Board of Directors proposes that the Annual General Meeting resolves on a dividend to the preference shareholders, in accordance with the articles of association, of SEK 0.96 per preference share, which amounts to a total dividend of SEK 6,499,073.28 on the preference shares, to be paid out quarterly with an amount of SEK 0.24 per payment occasion. The proposed record dates, in accordance with the articles of association, are 30 June 2024, 30 September 2024, 30 December 2024, and 31 March 2025 (or the nearest preceding banking day, in accordance with the Company's articles of association). If the meeting resolves in accordance with the proposal, the dividend is expected to be paid out by Euroclear Sweden AB on the third business day following each record date.

Furthermore, the Board of Directors proposes that the Board of Directors  should have the right to wholly or partly postpone the dividend to the preference shareholders if, in connection with the payment occasion, the Board of Directors deems that a dividend is not justifiable considering the precautionary principle of company law, whereby no dividend shall be distributed regarding such non-disbursed amount and such non-disbursed amount shall constitute an Outstanding Amount (Sw. Innestående Belopp) in accordance with the company's articles of association.

No dividend is proposed to be distributed for ordinary shares.

Determination of the number of board members of the Board of Directors and auditors (item 9)

The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of four (4) ordinary members without deputies.

The Nomination Committee proposes that the Company, for the period until the end of the next Annual General Meeting, shall have one auditor, without deputy auditor, in the form of a registered auditing firm.

Determination of fees for the Board of Directors and the auditors (item 10)

The Nomination Committee proposes that remuneration for the Board of Directors, for the period until the next Annual General Meeting, shall be paid with an amount of SEK 290,000 to the chairman of the Board of Directors and with SEK 150,000 each to the other members of the Board of Directors. Furthermore, the Board of Directors shall be entitled to resolve to pay market-based and reasonable remuneration to board members (personally or through a company) for consultancy work performed that is not covered by customary board work. A member of the Board of Directors who receives compensation from the Company due to employment shall not, however, receive remuneration for board work.

The Nomination Committee proposes that fees to the auditor shall be paid on an ongoing basis according to approved invoices.

Election of members of the Board of Directors and auditing firm (item 11)

The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, to (i) re-elect the current board members Jörgen Cederholm, Andreas Bonnier, Raouf Lotfi and Merja Rahkola and to (ii) re-elect Jörgen Cederholm as Chairman of the Board of Directors.

Information about the members of the Board of Directors proposed for re-election is available on the Company's website.

The Nomination Committee proposes re-election of the registered auditing firm Öhrlings PricewaterhouseCoopers AB as the Company's auditor for the period until the end of the next Annual General Meeting. If Öhrlings PricewaterhouseCoopers AB is elected as auditor, the authorized auditor Henrik Boman will be the auditor in charge.

Resolution regarding the Nomination Committee (item 12)

The Nomination Committee proposes that the Nomination Committee for the Annual General Meeting of 2025 be appointed as follows and to apply henceforth.

For the Annual General Meeting of 2025, the Nomination Committee shall consist of four (4) members, of which three (3) members shall be appointed by the three (3) largest shareholders as per 31 August 2024, according to the shareholder register maintained by Euroclear Sweden AB, as well as the Chairman of the Board. The Chairman of the Board shall also convene the first meeting of the Nomination Committee.

If a shareholder entitled to appoint a member to the Nomination Committee waives the right to appoint a member, the right to appoint a member shall pass to the largest shareholder who has not previously had the right to appoint a member to the Nomination Committee. The member appointed by the largest voting shareholder shall, unless the Nomination Committee decides otherwise, be appointed as the Chairman of the Nomination Committee.

If one or more shareholders who have appointed members to the Nomination Committee no longer belong to the three (3) largest shareholders of the Company at a time more than two (2) months before the Annual General Meeting of 2025, the members appointed by these shareholders shall offer to resign their positions, and new members shall be appointed by the new shareholder who then belongs to the three (3) largest shareholders. Unless special reasons exist, no changes shall be made to the composition of the Nomination Committee if only marginal changes in the number of votes have occurred or if the change occurs later than two (2) months before the Annual General Meeting.

If a member of the Nomination Committee resigns before the work of the committee is completed, the same shareholder who appointed the departing member, if deemed necessary, shall have the right to appoint a new member, or if the shareholder is no longer among the three (3) largest shareholders, the next largest shareholder in turn.

Changes to the Nomination Committee shall be immediately announced. The composition of the Nomination Committee shall be announced no later than six (6) months before the Annual General Meeting. No compensation shall be paid to the members of the Nomination Committee. However, the Company shall pay any necessary expenses that the Nomination Committee may incur in the course of its work.

The Nomination Committee shall prepare proposals for the following resolutions for the Annual General Meeting of 2025:

1. proposal for the election of the Chairman at the Annual General Meeting;
2. proposal for the number of members of the Board of Directors, auditors, and any deputies for these;
3. proposal for remuneration to the Board of Directors and compensation to the Company's auditors;
4. proposal for the election of members of the Board of Directors and any deputies for these;
5. proposal for the election of the Chairman of the Board of Directors;
6. proposal for the election of auditors and any deputies for these; and
7. proposal for resolution regarding the Nomination Committee.

The term of office for the Nomination Committee ends when the subsequent Nomination Committee has been announced.

Resolution regarding amendment of the articles of association (item 13)

The Board of Directors proposes that the Annual General Meeting resolves to amend the articles of association as follows.

(i)             Introduction of a new paragraph that allows the Company to hold digital general meetings in accordance with Chapter 7, Section 15 of the Swedish Companies Act (2005:551):

(ii)            Introduction of a new paragraph stating that the Board of Directors may collect proxies in accordance with the procedure specified in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551) and that the Board of Directors may decide that shareholders shall be able to exercise their voting rights by post before the general meeting:

(iii)          Renumbering of paragraphs in the articles of association and a number of minor editorial and linguistic changes.

Resolution authorizing the Board of Directors to issue shares, convertibles and/or warrants (item 14)

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Company's Board of Directors to, on one or more occasions and with or without deviation from the shareholders' preferential rights, resolve to increase the Company's share capital by issuing new shares, convertibles and/or warrants. Payment may be made in cash, in kind, by set-off or otherwise with conditions.

Resolutions on issues under the authorization may result in an increase of the Company's share capital by a maximum of fifteen (15) percent, calculated on the basis of the size of the share capital the first time the authorization is used.

The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to enable issues of securities to be made to meet the Company's capital requirements and to secure the Company's continued operations and development. In case of deviation from the shareholders' preferential rights, any issue of securities shall be made on market terms, but with the possibility of providing a market-based new issue discount.

The authorization shall be valid until the next Annual General Meeting of the Company.

Resolution authorizing the Board of Directors to make minor adjustments to the resolutions (item 15)

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, the CEO or the person otherwise appointed by the Board of Directors, to make such minor adjustments and clarifications of the resolutions adopted at the meeting to the extent necessary for registration of the resolutions.

Particular requirements for majority vote

Resolutions under items 13 and 14 are valid only if supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.

Information at the general meeting

Shareholders present at the Annual General Meeting are entitled to request information regarding circumstances that may affect the assessment of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551). Requests for such information must be submitted in writing to the Company at the following address: Quartiers Properties AB (publ), attn. Carl-Fredrik Morander, Strandvägen 7 A, 114 56 Stockholm or by e-mail to carl-fredrik@quartiersproperties.com and must be received by the Company no later than ten (10) days prior to the Annual General Meeting.

Availability of documents and complete proposals

The annual report and the auditor’s report will be made available at the Company’s office no later than three (3) weeks prior to the Annual General Meeting and be sent to shareholders who so request and inform the Company of their postal address. The documents will also be available on the Company's website, www.quartiersproperties.com.

Complete proposals for resolutions are included in the notice. Any other documents in accordance with the Swedish Companies Act (2005:551) relating to the proposed resolutions will be available at the Company's office no later than two (2) weeks prior to the Annual General Meeting and will be sent to shareholders who so request and inform the Company of their postal address. The documents will also be available on the Company's website, www.quartiersproperties.com.

Processing of personal data

For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

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Stockholm in May 2024

Quartiers Properties AB (publ)

The Board of Directors