Eastnine

This is an unofficial translation of the Swedish notice. In case of any discrepancies between the Swedish notice and this English translation, the Swedish notice shall prevail.

Shareholders of Eastnine AB (publ), reg. no. 556693-7404, (the “Company”) are hereby given notice to attend the Annual General Meeting (“AGM”) to be held on Tuesday, 29 April 2025 at 15.00 (CEST) at Citykonferensen Ingenjörshuset, Malmskillnadsgatan 46 in Stockholm, Sweden. Registration and admission for the Annual General Meeting starts at 14.30.

Program
To the extent possible, Board members will attend the Annual General Meeting.

14.30             Registration for the Annual General Meeting opens (registration can be made until 15.00)

15.00             Annual General Meeting

After the Annual General Meeting coffee/tea will be served.

Notification and the right to attend etc.
Those that wish to attend the AGM must both:

• be registered as shareholders in the share register kept by Euroclear Sweden AB on Thursday, 17 April 2025, or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by Wednesday, 23 April 2025; and
• give notice of their intention to participate at the AGM not later than on Wednesday 23 April 2025.

Notice of participation at the AGM may be given either by telephone +46 8 505 97 700, by email to agm@eastnine.com, or by regular mail to Eastnine AB (publ), “AGM”; Box 7214, SE-103 88 Stockholm, Sweden.

The name, personal identification number (or company registration number), address and telephone number of the shareholder, shareholding and, if applicable, attendance of any representatives or assistants should be provided in the notice of participation. No more than two assistants may attend and only if the number of assistants has been stated in advance.

In order to be entitled to participate at the AGM, shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name. Such re-registration must be effected at Euroclear Sweden AB not later than on Wednesday, 23 April 2025. Thus, the nominee should be notified in due time prior to this date.

Personal data collected from powers of attorney and the share register kept by Euroclear Sweden AB will be used for registration and preparation of the voting list for the AGM.

Proxies etc.
Shareholders who are represented by proxy shall issue a power of attorney for the representative. Power of attorney in original and, for legal entities, certificate of registration should be submitted to the Company at the address above in due time prior to the AGM. The power of attorney and certificate of registration may not be older than one year, the power of attorney may however be older if it, according to its wording, is valid for a longer period, maximum five years. The Company provides proxy forms on its website, www.eastnine.com/en/annual-general-meetings. The proxy form may also be requested by telephone at +46 8 505 97 700.

Please note that shareholders who are represented by proxy must also give notice of participation of the Annual General Meeting and follow the other instructions given under the section “Notification and the right to attend etc.” above.

Number of shares and votes
At the time of issuing the notice to attend the AGM, the Company has a total of 98,241,728 registered shares, with one vote per share. The Company holds 502,124 own shares.

Right to request information
Shareholders present at the AGM have a right to request information regarding the matters on the agenda or the Company’s economic situation in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Admission cards
No admission card will be sent out before the AGM. Valid identification must be brought to the Meeting for registration of attendance and entry.

Proposed Agenda

1. Opening of the Meeting.
2. Election of the chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to verify the minutes of the Meeting.
5. Decision on whether the Meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors’ report, as well as of the consolidated financial statements and the auditors’ report for the Eastnine group. In connection therewith:
   a) address by the chairman of the Board of Directors including a report on the work of the Board of Directors,
   b) address by the CEO,
   c) report by the auditor regarding the audit work.
8. Resolutions regarding:
   a) adoption of the income statement and balance sheet as well as of the consolidated income statement and the consolidated balance sheet for the Eastnine group,
   b) disposition of the Company’s result in accordance with the adopted balance sheet,
   c) discharge from liability of the members of the Board of Directors and the CEO.
9. Approval of remuneration report.
10. Decision on the number of members of the Board of Directors, auditors and deputy auditors.
11. Decision on remuneration to the Board of Directors and the auditor.
12. Election of members of the Board of Directors and chairman of the Board of Directors.
13. Election of auditor.
14. Resolution on guidelines for remuneration to executive managers.
15. Resolution regarding authorization for the Board of Directors to transfer own shares.
16. Resolution regarding authorization for the Board of Directors to acquire own shares.
17. Resolution regarding authorization for the Board of Directors to resolve on new share issue.
18. Closing of the Meeting.

2. Election of the chairman of the Meeting
The Nomination Committee proposes that Björn Svensson, a member of the Swedish Bar Association, at Gernandt & Danielsson Advokatbyrå, is appointed chairman of the meeting.

8. b) Disposition of the Company’s result in accordance with the adopted balance sheet
The Board of Directors proposes a dividend to the shareholders corresponding to SEK 1.20 per share and that the remaining profits are carried forward. The Board of Directors proposes that the dividend is distributed on four payment occasions of SEK 0.30 per share and dividend occasion. As record dates for the dividend the following dates are proposed: Friday, 2 May 2025; Tuesday, 26 August 2025; Tuesday, 11 November 2025; and Tuesday, 20 January 2026. If the Annual General Meeting resolves in accordance with the proposal, it is expected that Euroclear Sweden AB will distribute the dividend payment on the third banking day following each respective record day, being the following dates: Wednesday, 7 May 2025; Friday, 29 August 2025; Friday, 14 November 2025; and Friday, 23 January 2026.

9. Approval of remuneration report
The Board of Directors proposes that the AGM resolves on approval of the Board of Directors’ report on remunerations in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

10. Decision on the number of members of the Board of Directors, auditors and deputy auditors
The Nomination Committee proposes that the Board of Directors shall consist of five (5) members.

The Nomination Committee proposes that the number of auditors shall be one (1) registered audit firm without a deputy auditor.

11. Decision on remuneration to the Board of Directors and the auditor
The Nomination Committee proposes that the remuneration to the Chairman of the Board shall be SEK 840,000 (last year SEK 840,000) and that the remuneration to each of the other members of the Board shall be SEK 420,000 (last year SEK 420,000). No additional remuneration for any committee work is proposed.

Fees to the auditor are based on approved invoices.

12. Election of members of the Board of Directors and chairman of the Board of Directors
The Nomination Committee proposes that Louise Richnau, Peter Elam Håkansson, Christian Hermelin, Ylva Sarby Westman and Hanna Loikkanen are re-elected as members of the Board of Directors for the time until the end of the next AGM. It is proposed that Louise Richnau is elected as the chairman of the Board of Directors.

Information about the proposed Board members can be found on the Company's website.

13. Election of auditor
The Nomination Committee proposes re-election of the auditing firm KPMG as auditor, with the authorized auditor Marc Karlsson as auditor in charge. The auditor's term of office is proposed to be valid until the end of the next AGM. The Nomination Committee's proposal is in accordance with the recommendation from the Board of Directors, acting as Audit Committee. Neither the Nomination Committee's proposal nor the Board of Directors' recommendation has been affected by third parties or has been forced by any contractual terms that limited the freedom of choice in the auditor's election.

14. Guidelines for remuneration to executive managers
Proposal for guidelines for executive remuneration to executive managers
CEO, deputy CEO, and any other persons within the executive management as well as Board members, to the extent they receive remuneration in addition to Board fees, fall within the provisions of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting. These guidelines do not apply to any remuneration resolved or approved by the General Meeting.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
Eastnine's vision is to create and provide the best venues where ideas can flow, people meet and successful business operations develop. The Company's business concept is to be the leading, long-term provider of modern and sustainable office premises in prime locations at selected markets in Poland and the Baltics. At any time, current versions of vision and business concept, as well as further information regarding the Company’s business strategy, are available at www.eastnine.com. The Company shall have the remuneration levels and terms of employment required to recruit and retain expertise and necessary capacity. Variable cash remuneration covered by these guidelines shall aim at promoting the Company’s business strategy and long-term interests, including sustainability. The long-term incentive programs that exist in the Company are excluded from these guidelines.

Types of remuneration, etc.
The remuneration for executives can consist of fixed cash salary, variable cash remuneration, pension and insurance benefits, and other customary benefits. Additionally, the General Meeting may, irrespective of these guidelines, resolve on, among other things, long-term share-based or share-related incentive programs/remuneration.

The Board of Directors decide at its discretion, according to established internal performance-based goals, whether a variable cash remuneration should be paid to the executives. The variable cash remuneration shall mainly be linked to predetermined and measurable criteria which can be financial or non-financial. Variable cash remuneration may amount to not more than 50 per cent of the fixed salary. Additionally, the executives may be entitled to an individual premium-based pension plan according to which the Company pays premiums corresponding to a maximum of 4.5 per cent of the fixed salary up to 7.5 income base amounts, and premiums corresponding to a maximum of 30 per cent on salary components exceeding 7.5 income base amounts. Other benefits may include, for example, health insurance, health care and car benefits.  Such benefits may amount to not more than 10 per cent of the fixed salary.

Termination of employment
The notice period may not exceed twelve months if notice of termination of employment is made by the Company. Fixed cash salary during the period of notice, and severance pay, may together not exceed an amount equivalent to the CEO’s fixed cash salary for two years, and twelve months for other executives.
The period of notice may not exceed six months without any right to severance pay when termination is made by the executive. In addition, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall be the difference between the fixed monthly salary and the lower income the employee receives and be paid during the time the non-compete undertaking applies, which shall not be for more than six months following the termination of employment.

Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines
Eastnine established a Remuneration Committee in 2022 with main tasks in accordance with the Swedish Corporate Governance Code.

The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Board of Directors shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive management do not participate in the Board of Directors’ processing of, and resolutions regarding, remuneration-related matters in so far as they are affected by such matters.

Deviation from the guidelines
The Board of Directors may resolve to deviate from the guidelines resolved by the Annual General Meeting, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As set out above, the Board of Directors’ tasks include preparing the resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines.

15. Resolution regarding authorization for the Board of Directors to transfer own shares
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to transfer own shares, under the following conditions:

1. Shares may be transferred on Nasdaq Stockholm or otherwise.
2. Transfers may take place with or without deviation from the shareholders’ preferential rights.
3. Transfers on Nasdaq Stockholm may take place at a price per share within the registered share price interval from time to time, which means the spread between the highest buying price and the lowest selling price prevailing from time to time on the exchange. Transfers made otherwise shall be made on market terms.
4. The authorization covers all shares held by the Company from time to time.
5. Payment for the shares shall be made in cash, by contributions in-kind or by set-off.
6. The authorization may be utilized on one or more occasions, however not longer than until the next AGM.

The purpose of the authorization to transfer own shares and the reasons for any deviation from the shareholders’ preferential rights is to enable the Board of Directors to adjust the Company’s capital structure and to use repurchased own shares as payment for, or financing of, acquisitions or investments in order to create increased value for the shareholders.

A resolution in accordance with this item 15 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.

16. Resolution regarding authorization for the Board of Directors to acquire own shares
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to acquire the Company’s own shares, under the following conditions:

1. The share purchases may take place on Nasdaq Stockholm at a price per share within the registered share price interval from time to time, which means the spread between the highest buying price and the lowest selling price prevailing from time to time on the exchange.
2. Purchases may also be made in accordance with an offer directed to all shareholders with a cash consideration not below the market price at the time of the offer and with a maximum upward deviation of 20 percent.
3. The Company may only purchase so many shares that the Company’s holding of its own shares does not at any time exceed 10 percent of all the shares in the Company.
4. Payment for the shares shall be made in cash.
5. The authorization may be utilized on one or more occasions, however not longer than until the next AGM.

The purpose of this authorization to acquire own shares in the Company is to enable the Board of Directors to adjust the capital structure and thereby generate a higher value for the shareholders.

A resolution in accordance with this item 16 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.

17. Resolution regarding authorization for the Board of Directors to resolve on new share issue
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, on one or more occasions until the next AGM, decide upon an issue of shares in the Company corresponding to not more than 10 per cent of the Company’s share capital, with or without deviation from the shareholders’ preferential right. Furthermore, the proposal means that an issue may be made against cash payment, by set-off or by contribution in kind. Shares shall, in case of deviation from the shareholders’ preferential right to subscription, be issued on market terms. The purpose of this authorization is to enable the Company to, completely or partially, finance any future real property investments and/or acquisitions of real property companies/businesses by issuing new shares as payment in connection with agreements on acquisitions, to raise capital for such investments and/or acquisitions, and to adapt and improve the Company’s capital structure.

A resolution in accordance with this item 17 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.

Available documents
Annual accounts including the auditor’s report as well as the complete proposals and statements according to the Swedish Companies Act together with pertaining statements by the auditor will be available at the office of Eastnine on Kungsgatan 30 in Stockholm and on the website www.eastnine.com/en/annual-general-meetings no later than by Tuesday, 8 April 2025. Copies of the documentation and the notice will be sent free of charge to shareholders who so request and state their postal address.

* * *

Stockholm in March 2025

EASTNINE AB (publ)

Board of Directors

Eastnine AB (publ)

For more information contact:
Liselotte Hjorth, Chairman of the Board, +49 172 685 7723
Kestutis Sasnauskas, CEO, +46 8 505 97 700
Britt-Marie Nyman, CFO and Deputy CEO, +46 70 224 29 35

Visit www.eastnine.com