Annual General Meeting in Heimstaden AB (publ)

The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

The shareholders of Heimstaden AB (publ), reg.no. 556670-0455 (the “Company”), are hereby summoned to the annual general meeting on Thursday 4 April 2024, at 10:00 a.m. CEST at the Company’s premises on Carl Gustafs Väg 1, Malmö. Registration for the general meeting will commence at 09:30 a.m. CEST.

Notice of attendance etc.

Shareholders who wish to attend and vote at the general meeting must:

both be entered in the share register kept by Euroclear Sweden AB concerning the circumstances on Monday 25 March 2024;

and give notice of participation by giving notice to the Company in accordance with the instructions below no later than Wednesday 27 March 2024, alternatively, by submitting their postal vote in accordance with the instructions below no later than Wednesday 27 March 2024.

Notice may be given by post to Gernandt & Danielsson Advokatbyrå KB (who administers the notices on behalf of Heimstaden AB (publ)), Box 5747, 114 87 Stockholm, note Annual General Meeting 2024 Heimstaden on the envelope, or by e-mail at HeimstadenAGM2024@gda.se. Such notice of registration shall include the shareholder’s name, personal or corporate identity number, number of shares in the company, address, daytime telephone number, as well as, if applicable, the number of attending advisors (no more than two).

If a shareholder intends to be represented by proxy, a proxy in original and other authorization documents should be sent to the Company at the address stated above in good time prior to the general meeting. If the authorization was issued by a legal entity, an attested copy of the current certificate of registration for the legal entity or corresponding authorization documents must be appended. Template proxy forms are available on the Company’s website https://corporate.heimstaden.com/corporate-governance/annual-general-meetings/default.aspx. If no period of validity is stated, the authorization will be effective for no more than one year from the date of issue.

Shareholders may also choose to vote by post. The form for postal voting is available on the Company’s website https://corporate.heimstaden.com/corporate-governance/annual-general-meetings/default.aspx and at the premises of the Company and will be sent free of charge to shareholders who so request and provide their postal address. If a shareholder chooses to vote by post, a completed form for postal voting shall be sent by post to Gernandt & Danielsson Advokatbyrå KB (who administers the forms on behalf of Heimstaden AB (publ)), Box 5747, 114 87 Stockholm, note Annual General Meeting 2024 Heimstaden on the envelope. If the shareholder who chooses to vote by post is a legal entity, an attested copy of the current certificate of registration for the legal entity or corresponding authorization documents must, in addition, be sent to the Company at the address stated above in good time prior to the general meeting. The form for postal voting must be received by the Company at the address stated above no later than Wednesday 27 March 2024. Please note that shareholders who exercise their right to vote by post in the prescribed manner thereby is considered to have given notice to attend the annual general meeting, which is why a separate notification for those who have voted by mail in the prescribed manner is not necessary. The shareholder may not provide the postal vote with special instructions or conditions. If that were to happen, the entire postal vote is invalid. Further instructions and conditions may be found in the postal voting form.

To be entitled to participate in the annual general meeting, shareholders whose shares are registered in the name of nominees must, in addition to giving notice of participation, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Monday 25 March 2024. Such re-registration may be temporary (so-called voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than by Wednesday 27 March 2024 will be considered in the presentation of the share register.

Proposed agenda

1. Opening of the meeting.
2. Election of chairperson 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 of whether the meeting has been duly convened.
7. Presentation of the annual report, the auditor’s report and the group accounts and auditor’s report for the group.
8. Resolution in respect of adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet.
9. Resolution in respect of allocation of the Company’s result in accordance with the adopted balance sheet and adopted consolidated balance sheet for the group.
10. Resolution on discharge from liability for the members of the board of directors and the CEO for the period that the accounts encompass.
    1. The chairperson of the board Ivar Tollefsen.
    2. Member of the board of directors John Giverholt.
    3. Member of the board of directors Fredrik Reinfeldt.
    4. The former member of the board of directors Vibeke Krag.
    5. The CEO Helge Krogsbøl.
11. Determination of fees to the members of the board of directors and the auditor.
    1. Fees to the members of the board of directors for the period up until the next annual general meeting.
    2. Fees to auditor.
12. Resolution on the number of members of the board of directors.
13. Election of members of the board of directors.
    1. Re-election of member of the board of directors Ivar Tollefsen.
    2. Re-election of member of the board of directors John Giverholt.
    3. Re-election of member of the board of directors Fredrik Reinfeldt.
    4. New-election of member of the board of directors Bente Landsnes.
14. Election of chairperson of the board of directors.
15. Resolution on the number of auditors.
16. Election of auditors.
17. Resolution on amendments of the Articles of Association.
18. Closing of the meeting.

Election of the chairperson of the meeting (item 2)

The board of directors proposes Patrik Hall as chairperson of the general meeting.

Election of persons to verify the minutes of the meeting (item 4)

The board of directors proposes that one or two shareholders, or proxies of shareholders, present at and designated by the meeting shall verify the minutes.

Resolution in respect of allocation of the Company’s result (item 9)

The board of directors proposes that no dividend shall be distributed for the financial year 2023 to either the Company’s preference share or ordinary shares and that the funds available for the annual general meeting, SEK 20,379,400,198 shall be carried forward.

The board, auditor, fees to the board and fees to the auditor (item 11–16)

The Company’s main shareholder Fredensborg AS proposes the following.

Determination of fees to the members of the board of directors and the auditor (item 11)

1. Fees to the members of the board of directors for the period up until the next annual general meeting.

It is proposed that the board of director’s fees shall be paid in a total amount of SEK 2,000,000, of which SEK 800,000 shall be paid to Ivar Tollefsen, SEK 400,000 shall be paid to Fredrik Reinfeldt, SEK 400,000 shall be paid to Bente Landsnes and SEK 400,000 shall be paid to Johan Giverholt.

2. Fees to auditor

It is proposed that the Company’s auditor’s fee shall be paid on account as per approved invoice.

Resolution on the number of members of the board of directors (item 12)

The shareholder proposes that the board of directors shall consist of four members with no deputy members of the board of directors.

Election of members of the board of directors (item 13)

It is proposed, for the time until the end of the next annual general meeting, the re-election of the following members of the board of directors:

1. Ivar Tollefsen
2. John Giverholt
3. Fredrik Reinfeldt

and new-election of the following member of the board of directors:

d. Bente Landsnes

Information on the for re-election proposed board members, including other assignments and independence, can be found in the annual report, page 32, and on the Company’s website. Information on the for new-election proposed board member follows below.

Bente Landsnes

Born: 1957

Other current assignments: Chair of the Board of Hvitsten AS, member of the Zagreb Stock Exchange Supervisory Board and board member in Heimstaden Bostad AB. Vice Chair in Norbit AS.

Background and previous assignments: Extensive experience in financial services, licensed financial activities from e.g., Oslo Børs, digital transformation, change and reputation management, financial reporting, investors relations, corporate governance and ESG. Former board member of Danske Bank A/S, Infront ASA, Oslo Clearing ASA, Verdipapirsentralen ASA and Federation of European Securities Exchanges (FESE).

Independent of the Company: Yes

Independent of major shareholders: Yes

Holdings of shares: –

Election of chairperson of the board of directors (item 14)

It is proposed, for the time until the end of the next annual general meeting, the re-election of Ivar Tollefsen as the chairperson of the board.

Resolution on the number of auditors (item 15)

The board of directors proposes that the number of auditors shall remain unchanged at one.

Election of auditors (item 16)

The board of directors proposes for the time until the end of the next annual general meeting, on re-election of the registered accounting firm Ernst & Young Aktiebolag.

Ernst & Young Aktiebolag has informed that in the event that the accounting firm is elected, the authorized accountant Jonas Svensson will continue to be the auditor in charge.

Resolution on amendment of the Articles of Association (item 17)

By a change in the Swedish Companies Act (2005:551) that came into force on 1 January 2024, general meetings are allowed to be conducted entirely digitally. The board of directors in Heimstaden believes, as the College for Swedish Corporate Governance believes, that physical meetings are preferable, as the physical meeting between company management and shareholders is an important part of the Swedish corporate governance model. However, when special circumstances exist there may be a need to hold fully digital meetings. Against this background, the board of directors proposes that the annual general meeting decides on an addition to § 12 of the articles of association that allows the board to resolve that a general meeting shall be held digitally.

The new proposed wording for § 12 is found below, where the underlined text refers to the addition that enables the board of directors to resolve to hold a general meeting digitally. This resolution is only valid if supported by shareholders holding not less than two thirds (2/3) of the votes cast as well as the shares represented at the general meeting.

§ 12      Participation at a general meeting

To get to participate at the general meeting, shareholders must register themselves and the number of advisors at the company by the date specified in the notice of the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting. The number of advisors must not be more than two.

The board of directors may collect power of attorneys in accordance with Chapter 7, Section 4, second paragraph, of the Swedish Companies Act (2005:551).

The board of directors may resolve that shareholders shall be able to exercise their voting rights before general meetings in accordance with Chapter 7, Section 4 a, of the Swedish Companies Act (2005:551).

The board of directors may resolve, in accordance with Chapter 7, Section 15, first paragraph of the Swedish Companies Act (2005:551), that general meetings shall be held digitally.

Shareholders’ right to request information

At the annual general meeting, the board of directors and the CEO shall, upon request by a shareholder and provided that the board of directors consider that it can be done without significant damage to the Company, provide information on circumstances which may affect the assessment of an item of the agenda and circumstances that may affect the assessment of the financial situation of the Company or its subsidiaries as well as information regarding the Company’s relation to another group company.

Processing of personal data

For information on how your personal data is processed in connection with the general meeting, please see: https://corporate.heimstaden.com/privacy-statement/default.aspx8 and https://www.gda.se/en/innehall/privacy-policy/.

Documents etc.

The complete proposals on resolutions and other documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act will be available at the Company and on the Company’s website https://corporate.heimstaden.com/corporate-governance/annual-general-meetings/default.aspx and will be sent free of charge to shareholders who so request and provide their postal address.

Shareholders are much welcomed to the annual general meeting

_____________________

Malmö in February 2024

Heimstaden AB (publ)

The board of directors