Intea Fastigheter

Right to participate

A shareholder who wishes to participate in the Annual General Meeting must be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Thursday 24 April 2025. Furthermore, shareholders who wish to participate in the Annual General Meeting must notify the Company of this no later than on Monday 28 April 2025. Notice of participation takes place:

• by post to Intea Fastigheter AB (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden,
• via Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy,
• by telephone to +46(0)8-402 91 33, or
• by e-mail to GeneralMeetingService@euroclear.com

The notification shall state name/company name, personal identity number or corporate identity number, address, telephone number and, if applicable, the number of assistants (no more than two).

Nominee-registered shares

In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Thursday 24 April 2025. 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 time in advance as determined by the nominee. Voting rights registrations made no later than on Monday 28 April 2025 will be taken into account in the preparation of the share register.

Proxy and proxy forms

Shareholders who are represented by proxy must issue a written and dated power of attorney for the proxy signed by the shareholder. The power of attorney may not be issued earlier than one year before the date of the Annual General Meeting, unless the power of attorney specifies a longer period of validity, but no longer than five years from the date of issue. If the shareholder is a legal entity, a copy of the certificate of registration, or if such a document does not exist, equivalent authorization documents must also be attached. The power of attorney as well as the certificate of registration and other authorization documents (as applicable) should be sent to the Company well in advance of the Annual General Meeting, by post to Intea Fastigheter AB (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com.

Proxy forms are available at the Company's website, www.intea.se, and will be sent upon request to shareholders.

Proposed agenda

1. Opening of the Annual General Meeting

2. Election of Chairman of the Annual General Meeting

3. Preparation and approval of the voting list

4. Approval of the agenda for the Annual General Meeting

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

6. Determination of whether the Annual General Meeting has been duly convened

7. Presentation of:

a) the Annual Report and the Auditor's Report as well as the Consolidated Financial Statements and the Auditor's Report on the Group; and

b) auditor's statement on whether the guidelines for remuneration to senior executives have been followed

8. Presentation by the CEO

9. Resolutions on

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

b) appropriation of the Company's result in accordance with the adopted balance sheet; and

c) discharge from liability towards the Company for the members of the Board of Directors and the CEO.

10. Determination of the number of members of the Board of Directors and the number of auditors and deputy auditors

11. Election of members of the Board of Directors, Chairman of the Board, auditors and deputy auditors

12. Determination of fees to be paid to the Board of Directors and the auditors

13. Resolution on instructions for the Nomination Committee

14. Resolution on guidelines for remuneration to senior executives

15. Presentation of remuneration report for approval

16. Resolution on authorization for the Board of Directors to resolve upon issues of Class B and/or Class D ordinary shares.

17. Closing of the Annual General Meeting

Proposed resolutions

Item 2 – Election of Chairman of the Annual General Meeting

The Nomination Committee, consisting of Carl-Johan Ehn, Chairman (appointed by Henrik Lindekrantz), Jonas Granholm (appointed by Christian Haglund), Olof Lindstrand (appointed by Handelsbanken Pensionsstiftelse), Andreas Hedemyr (appointed by Pensionsstiftelse), and Caesar Åfors (Chairman of the Board of Company), proposes that Johan Wigh, member of the Swedish Bar Association, or in the event of his absence, the person appointed by the Board of Directors, be appointed Chairman of the Annual General Meeting.

Item 9 b – Resolution on appropriation of the Company's result in accordance with the adopted balance sheet.

The Board of Directors proposes that the Annual General Meeting resolves on a dividend of SEK 0.50 per Class A and Class B ordinary share. The Board of Directors also proposes that the Annual General Meeting resolves on a dividend of SEK 2.00 per Class D ordinary share, with a quarterly payment of SEK 0.50 per Class D ordinary share.

The Board of Directors proposes Wednesday 7 May 2025 as the record date for dividends on ordinary shares of Class A and Class B. The dividend is expected to be paid by Euroclear Sweden AB on the third weekday after the record date.

The Board of Directors proposes Monday 30 June 2025, Tuesday 30 September 2025, Tuesday 30 December 2025 and Tuesday 31 March 2026 as record dates for dividends on ordinary shares of Class D. The dividend is expected to be paid by Euroclear Sweden AB on the third weekday after each record date.

The Board of Directors further proposes that the Annual General Meeting resolves that all new Class D ordinary shares that may be issued with support of the proposed authorization according to item 16 below shall be entitled to dividends in accordance with the above from the day they are entered into the share register maintained by Euroclear Sweden AB.

Item 10 – Determination of the number of members of the Board of Directors and the number of auditors and deputy auditors

The Nomination Committee proposes that the number of Board members remains unchanged at eight.

The Nomination Committee proposes that a registered auditing firm be appointed as auditor, without deputies.

Item 11 – Election of members of the Board of Directors, Chairman of the Board, auditors and deputy auditors

The Nomination Committee proposes re-election of Caesar Åfors, Henrik Lindekrantz, Christian Haglund, Håkan Sandberg, Mattias Grahn and Pernilla Ramslöv and new election of Carina Åkerström and Jörgen Eriksson as Board members, for the period until the end of the Annual General Meeting 2026. The Nomination Committee proposes re-election of Caesar Åfors as Chairman of the Board.

A presentation of all proposed Board members is available on the Company's website, www.intea.se.

In accordance with the Audit Committee's recommendation, the Nomination Committee proposes the re-election of the registered auditing firm KPMG AB as auditor for the period until the end of the Annual General Meeting 2026. KPMG AB has announced that authorized public accountant Mattias Johansson will be appointed as the principal auditor.

Item 12 – Determination of fees for the Board and the auditors

The Nomination Committee proposes that the total fee for the Board shall amount to SEK 3,050,000 (in 2024, the decided fee was SEK 1,850,000) distributed as follows (fees decided at the 2024 Annual General Meeting are indicated in parentheses):

• SEK 600,000 (SEK 500,000) to the Chairman of the Board; and
• SEK 350,000 (SEK 350,000 to independent Board members and SEK 200,000 to investor-appointed Board members) each to the other Board members.

Mattias Grahn, who is proposed for re-election as a Board member according to item 11 above, has waived the right to receive Board fees if the Annual General Meeting decides in accordance with the proposal.

No special fee shall be paid for committee work.

The Nomination Committee proposes that the auditor's fee shall be paid according to approved invoice.

Item 13 – Resolution on instructions for the Nomination Committee

The Nomination Committee proposes that the Annual General Meeting resolves to adopt the following instructions for the Nomination Committee of the Company, to apply until a resolution to amend it is adopted by the general meeting.

Composition of the Nomination Committee

Intea Fastigheter AB (publ) (the “Company”) shall have a Nomination Committee consisting of one representative of each of the four largest shareholders in terms of voting rights who wish to appoint a representative, and the Chairman of the Board. The Chairman of the Board is responsible for convening the Nomination Committee.

The Nomination Committee shall be constituted on the basis of shareholder statistics from Euroclear Sweden AB as of the last banking day in August the year prior to the Annual General Meeting and other reliable shareholder information provided to the Company at that time.

For the purposes of determining who constitutes the largest shareholders in terms of voting rights, a group of shareholders shall be deemed to constitute one owner if they (i) have been grouped together in the Euroclear Sweden AB’s register or (ii) have made public and notified the Company in writing that they have entered into a written agreement to take a long-term approach to the management of the Company by exercising their votes in a coordinated manner.

The Chairman of the Board shall, as soon as information on shareholding as described above is available, contact a representative of each of the four largest shareholders or groups of shareholders in the Company in terms of voting rights, who are then entitled to appoint one representative each to the Nomination Committee. If any shareholder chooses to waive its right to appoint a member to the Nomination Committee, the right shall pass to the next largest shareholder in terms of voting rights. If a Nomination Committee of four owner-appointed members cannot be convened after contacting the ten largest shareholders of the Company in terms of voting rights, the Nomination Committee may consist of three owner-appointed members.

The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member representing the largest shareholder in terms of voting rights. However, the Chairman of the Board or other member of the Board shall not serve as the Chairman of the Nomination Committee. Members of the Board of Directors may be members of the Nomination Committee, but shall not constitute a majority of the members of the Nomination Committee. The majority of the members of the Nomination Committee shall be independent of the Company and its executive management. Neither the Chief Executive Officer nor any other member of the executive management may be a member of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent of the largest shareholder or group of shareholders in the Company in terms of voting rights who act in concert in the governance of the Company.

Information on the composition of the Nomination Committee shall be published on the Company's website no later than six months before the Annual General Meeting. If a member is appointed by a particular shareholder, the name of the shareholder shall be stated. The website shall also provide information on how shareholders can submit proposals to the Nomination Committee. The term of office of the Nomination Committee extends until a new Nomination Committee has been appointed.

Shareholders who have appointed a member of the Nomination Committee shall have the right to replace such member with another as a member of the Nomination Committee, and if a member resigns from the Nomination Committee prematurely, the shareholder who appointed the member shall have the right to appoint a replacement. If the shareholder does not exercise the right to appoint a new member, the right to appoint such member shall pass to the next largest shareholder in terms of voting rights who has not already appointed or waived the right to appoint a member of the Nomination Committee.

If, during the term of office of the Nomination Committee, one or more of the shareholders who appointed members of the Nomination Committee are no longer among the four largest shareholders in terms of voting rights, the members appointed by these shareholders shall make their places available and the shareholder or shareholders who have become among the four largest shareholders in terms of voting rights shall be entitled to appoint members. In the absence of particular reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or if any change occurs later than three months before the Annual General Meeting. Changes in the composition of the Nomination Committee shall be made public as soon as they occur.

The tasks of the Nomination Committee

The Nomination Committee shall present proposals regarding the following matters, for resolution by the Annual General Meeting:

• election of Chairman of the Annual General Meeting,
• number of Board members,
• election of Board members and Chairman of the Board,
• fees and other remuneration for Board assignments to each of the Board members and, where applicable, remuneration for committee work,
• election of auditor,
• fees to the auditor,
• to the extent deemed necessary, amendments to the principles for appointing the Nomination Committee and the instructions for the Nomination Committee, and
• other matters that may be the responsibility of a Nomination Committee under the Swedish Corporate Governance Code (the “Code”).

At other general meetings than the Annual General Meeting, the proposals of the Nomination Committee shall include the election or elections that shall take place at the general meeting.

The proposals of the Nomination Committee shall be addressed to the Company and sent to the Chairman of the Board no later than six weeks before the Annual General Meeting. The proposals of the Nomination Committee shall be presented in the notice of the Annual General Meeting and on the Company's website.

When preparing its proposal regarding the Board, the Nomination Committee shall take note of the Board's evaluation of its work and take into account the requirements for the composition of the Board pursuant to the Swedish Companies Act. The Nomination Committee shall also take into account the requirements of the Code regarding the size and composition of the Board and, in particular, the requirement for diversity and breadth on the Board and the requirement to strive for an even gender balance.

The Nomination Committee shall, at the same time as it informs the Company of its proposals, provide the Company with a reasoned statement regarding its proposal regarding the Board, taking into account the provisions of the Code regarding the composition of the Board and, in particular, justify the proposal in light of the requirement in the Code that an even gender balance shall be sought. The statement must also include a brief account of how the Nomination Committee's work has been conducted.

At a general meeting where an election of Board members or auditors is to take place, the Nomination Committee shall account for how its work has been conducted and present and justify its proposals, taking into account the provisions of the Code regarding the composition of the Board. In particular, the Nomination Committee shall justify its proposal in light of the requirement to strive for an even gender balance.

The Nomination Committee shall otherwise fulfil the tasks incumbent on a Nomination Committee under the Code.

The Nomination Committee is quorate if at least three of its members are present. The opinion expressed by more than half of the members present or, in the event of a tied vote, by the Chairman, shall be valid.

No remuneration is paid to the members of the Nomination Committee. However, the Nomination Committee has the right to charge the Company with reasonable expenses for the performance of the assignment.

Item 14 – Resolution on guidelines for remuneration to senior executives

The Board of Directors proposes that the Annual General Meeting resolves to adopt the following guidelines for remuneration to senior executives.

The guidelines shall apply to remuneration to the Chief Executive Officer, other members of the executive management and, where applicable, remuneration to the members of the Board of Directors in addition to Director’s fees. The guidelines do not apply to remuneration decided by the general meeting.

These guidelines replace the guidelines adopted by the Annual General Meeting on 11 November 2024 and are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting.

If a Board member should carry out services to the Company in addition to the Board assignment, these guidelines shall apply to any remuneration (for example consultancy fees) paid for such services.

The guidelines’ promotion of the Company's business strategy, long-term interests and sustainability

Intea is a property management company whose business strategy is to own and develop premises for long-term public-sector tenants, managed by its own local management organisations. Intea’s strategy is based on three pillars: stable growth, innovation and sustainability, and long-term relationships. Intea’s vision is to be the premier dedicated property management company specialising in social infrastructure.

For more information on the Company’s business strategy, see www.intea.se.

Successful implementation of the Company's business strategy and the safeguarding of the Company's long-term interests, including its sustainability, requires the Company to be able to recruit, motivate and retain skilled senior executives. In order to do so, the Company must be able offer competitive remuneration, which these guidelines allow.

Variable cash remuneration covered by these guidelines shall be aimed at promoting the Company's business strategy and long-term interests, including its sustainability.

Forms of remuneration

The remuneration shall be in line with market conditions and may consist of the following components: fixed salary, variable cash remuneration, pension benefits and other customary benefits. The general meeting may also, irrespective of these guidelines, resolve on, among other things, share and share price-related remuneration.

Fixed salary

The fixed salary shall consist of a fixed annual cash salary. The fixed salary shall be in line with market conditions and determined taking into account responsibilities, competence and performance. The fixed salary shall be evaluated annually.

Variable cash remuneration

In addition to the fixed salary, variable cash remuneration may be offered. Any variable remuneration shall be linked to pre-determined and measurable criteria, which can be financial or non-financial. The criteria may also be individualized, quantified or qualified targets. The criteria should be designed to contribute to the Company's business strategy and long-term interests, for example by being clearly anchored in the business strategy or by promoting the executive's long-term development.

Any variable cash remuneration may not exceed 30 percent of the fixed annual salary in any one financial year.

Fulfilment of the criteria for the payment of variable remuneration must be measurable over a period of one year. At the end of the measurement period for fulfilment of the criteria for payment of variable remuneration, the extent to which the criteria have been fulfilled shall be assessed. The Remuneration Committee is responsible for carrying out this assessment. For financial targets, the assessment shall be based on the latest financial information published by the Company.

The Company shall have the contractual right, subject to any limitations arising therefrom or by law, to reclaim variable remuneration already paid, subject to certain conditions.

Pension benefits

Pension benefits shall be defined contribution.

The share of pension contributions for defined contribution pensions in the total remuneration shall not exceed 30 percent of the fixed annual salary. The stated limit for pension provision shall not prevent salary sacrifice of cash salary for pension provision in accordance with the Company's applicable pension policy.

Variable cash remuneration shall not be pensionable, unless otherwise agreed or applicable under a mandatory pension scheme.

Other benefits

Other benefits may include health insurance, car allowance, housing allowance and health and fitness allowance. Such benefits, where provided, shall be in line with market conditions and shall form only a limited part of the total remuneration. Premiums and other costs associated with such benefits may not exceed a total of ten percent of the fixed annual salary.

Extraordinary remuneration

Additional cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either with the purpose of recruiting or retaining executives, or as remuneration for extraordinary work efforts beyond the person’s ordinary duties. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual salary and may not be paid more than once a year and per person. Any decision on such remuneration shall be made by the Board of Directors.

For employments governed by rules other than Swedish, the components of the total remuneration may be duly adjusted for compliance with mandatory rules or local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Remuneration to members of the Board

If a member of the Board (including through a wholly-owned subsidiary) should carry out services to the Company in addition to the Board assignment, specific cash remuneration may be paid for such services, provided that such services promote the implementation of the Company’s business strategy and the safeguarding of the Company’s long-term interests, including its sustainability. Such services shall be remunerated in line with market conditions, and be decided by the Board.

Termination of employment

The period of notice shall be no more than twelve months regardless of whether the termination is initiated by the Company or by the executive. Termination pay and other applicable benefits are paid during the notice period.

In case of termination by the Company, severance pay may be payable in an amount corresponding to a maximum of the fixed salary during twelve months. In case of termination by the executive, no severance pay shall be paid.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be payable insofar the previously employed executive is not entitled to severance pay. The compensation shall be based on the fixed cash salary at the time of termination and shall be paid for the duration of the non-compete undertaking, which shall not exceed twelve months after the termination of employment. Compensation for the agreed non-competition undertaking shall comply with the legal provisions and practices applicable from time to time.

Salary and terms and conditions of employment for employees

In preparing the Board's proposals for these remuneration guidelines, the remuneration and terms and conditions of employment for the Company's employees have been taken into account. This was made by including information on the total remuneration of employees and the components and evolution of the remuneration over time as part of the decision-making process of the Remuneration Committee and the Board of Directors when assessing the appropriateness of the guidelines and the resulting limitations.

Decision-making process for establishing, reviewing and implementing the guidelines

The Board has established a Remuneration Committee. The Committee's tasks include preparing the Board's decision to propose guidelines for remuneration to senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit them to the Annual General Meeting. The guidelines shall remain in force until new guidelines are adopted by the general meeting.

The Remuneration Committee shall also monitor and evaluate any programs for variable remuneration to the executive management (both ongoing programs and those that have ended during the year), the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and levels in the Company. The members of the Remuneration Committee are independent of the Company and its management. The CEO and other members of executive management do not participate in the Board’s or the Remuneration Committee’s processing of and resolutions on remuneration-related matters, insofar as they are concerned by such matters.

Deviation from the guidelines

The Board of Directors may decide to temporarily deviate from the guidelines, in whole or in part, if in a particular case there are specific reasons for doing so and a deviation is necessary to serve the long-term interests of the Company, including its sustainability, or to ensure the financial viability of the Company. If the Board of Directors deviates from the guidelines for remuneration to senior executives, this shall be disclosed in the remuneration report to the next annual general meeting. As stated above, the Remuneration Committee's tasks include preparing the Board's decisions on remuneration issues, including decisions on deviations from the guidelines.

Description of significant changes to the guidelines and how shareholders' views have been considered

The proposed guidelines conform with the guidelines adopted by the Extraordinary General Meeting of the Company on 11 November 2024.

The Board has not received any comments from shareholders regarding the guidelines adopted by the Extraordinary General Meeting on 11 November 2024.

Item 15 – Presentation of remuneration report for approval

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board's report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act

Item 16 – Resolution on authorization for the Board of Directors to resolve upon issues of Class B and/or Class D ordinary shares

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, resolve on issues of Class B and/or Class D ordinary shares.

The total number of shares that are issued by support of the authorization may correspond to a total of no more than 10 percent of the Company's share capital at the time when the authorization is first exercised. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.

Issues made with deviation from the shareholders’ preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable.

The purpose of the authorization and the reasons for any deviation from shareholders' preferential rights are to enable new issues to (i) raise capital before and/or in connection with any future project investments and/or acquisitions of properties or property companies, or parts of properties or property companies, and (ii) issue shares as payment in connection with such acquisitions.

If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue, the new shares may be subscribed by a bank or a securities company at a subscription price equal to the quota value, provided that there is a commitment to provide the Company with a value corresponding to the difference between a subscription price in line with market conditions, including any deduction for discounts in line with market conditions, and the quota value of the newly issued shares.

The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make any minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

For a valid resolution according to the Board of Director's proposal, it is required that the resolution is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

Other Information

Number of shares and votes

At the time of this notice, the total number of shares in the Company amounts to 257,306,226, of which 6,390,000 are Class A ordinary shares, corresponding to 6,390,000 votes, 191,843,936 are Class B ordinary shares, corresponding to 19,184,393.6 votes, and 59,072,290 are Class D ordinary shares, corresponding to 5,907,229 votes, whereby the total number of votes amounts to 31,481,622.6. The Company holds no own shares.

Shareholders' right to receive information

In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board and the CEO shall, if any shareholder so requests and the Board considers that it can be done without significant harm to the Company, provide information at the Annual General Meeting regarding conditions that may affect the assessment of a matter on the agenda, conditions that may affect the assessment of the Company's or a subsidiary's financial situation, and the Company's relationship to another group company.

Documents

Accounting documents with the accompanying audit report and other documents according to the Swedish Companies Act will be available at the Company at Lästmakargatan 20, SE-111 44 Stockholm, for at least three weeks before the Annual General Meeting, and will be sent to shareholders who request it and provide their postal or email address. The documents will also be available on the Company's website, www.intea.se, and presented at the Annual General Meeting.

Information about the proposed Board members and the Nomination Committee’s reasoned opinion is available on the Company’s website, www.intea.se.

Processing of personal data

For information on how your personal data is processed, see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in March 2025

Intea Fastigheter AB (publ)

The Board of Directors