Fastighets Balder : Minutes from Annual General Meeting 2023

The English text is an unauthorized translation solely for convenience purposes. In case of inconsistencies between the Swedish and the English text, the Swedish text shall prevail.

Minutes kept at the Annual General Meeting (AGM) in Fastighets AB Balder (publ), 556525- 6905, held on11th May 2023 at Filmstaden Bergakungen, Skånegatan 16B, Gothenburg.

Notice has been given on April 6, 2023, in Post- och Inrikes Tidningar and provided on the company´s website as from the same date. Information that summons to the Annual General meeting had been made, was published in Svenska Dagbladet on April 6, 2023.

§ 1 Opening of the AGM

The AGM was opened by Christina Rogestam, chairman of the Board of Directors.

§ 2 Election of chairman of the AGM

Christina Rogestam was appointed chairman of the meeting. It was noted that lawyer Marek Zdrojewski kept the minutes of the meeting.

The Notice of Fastighets AB Balder´s AGM was attached to the minutes, appendix1.

§ 3 Drafting and approval of the voting list

The list over present shareholders were approved as voting list in accordance with appendix 2.

The meeting approved invited guests to attend the AGM.

§ 4 Election of one person to verify the minutes

It was resolved that Uwe Löffler should verify the minutes together with the chairman.

• 5 Review as to whether the AGM has been duly convened The meeting was concluded to be duly convened.

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§ 6 Approval of the agenda for the AGM

The proposed agenda, as included in the notice to attend the meeting, was approved as agenda of the meeting.

• 7 a Presentation of the annual account and the audit report and the consolidated accounts and the auditors' report for the group

The annual report and the consolidated accounts for the fiscal year 2022, and the balance sheets and income statements therein, for the company and for the group, were presented.

• 7 b Presentation of the auditor's statement regarding the Company's compliance with the guidelines for remuneration to members of the executive management in effect since the previous Annual General Meeting

The auditor´s statement regarding the company´s compliance with the guidelines for remuneration to senior executives in the company, were presented, appendix 3.

• 8 a Resolutions regarding adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet

The meeting resolved to adopt the income statements and balance sheets in the annual report for the company and the group.

• 8 b Resolutions regarding allocation of the Company´s profit in accordance with the adopted balance sheet

The meeting resolved to adopt the Board of Directors' proposal, that no dividend is to be distributed and that the retained profit shall be carried forward to the new accounts.

• 8 c Resolutions regarding discharge from liability towards the Company in respect of the members of the Board of Directors and the Managing Director

The meeting resolved to discharge the members of the Board of Directors and the managing director from liability towards the company for the management during the fiscal year 2022.

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It was noted that the concerned members of the Board of Directors and the managing director did not participate in resolutions concerning themselves.

§ 9 Determination of the number of board members of the Board of Directors

The meeting resolved that the Board of Directors is proposed to consist of five board members and no deputies.

• 10 Determination of remuneration to be paid to the members of the Board of Directors and auditors

The meeting resolved that an unaltered fixed directors' fees in the total of SEK 560 000 to be paid and distributed as follows: SEK 200 000 to the chairman of the Board of Directors and SEK 120 000 to each of the other board members elected by the AGM and who are not employed by the company.

The meeting resolved that auditor's fees shall be paid upon approval of its invoices.

§ 11 Election of members of the Board of Directors

The meeting elected for the period up until the end of the next annual general meeting, as members of the Board of Directors; Christina Rogestam, Erik Selin, Fredrik Svensson, Sten Dunér and Anders Wennergren.

Christina Rogestam was appointed Chair of the Board of Directors.

§ 12 Election of auditor

It was resolved to elect Öhrlings PricewaterhouseCoopers AB as the Company´s auditor until the end of the general annual meeting 2027.

• 13 Resolution regarding appointment of members to the Nomination Committee

The meeting resolved to adopt the instructions for the Nomination Committee in accordance with appendix 4.

§ 14 Resolution on approval of the remuneration report

The meeting resolved to approve the Board of Directors' remuneration report in accordance with appendix 5.

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§ 15 Resolution regarding guidelines for remuneration to senior executives

The meeting resolved to approve the guidelines for salary and other remuneration to senior executives in the company, in accordance with appendix 6.

• 16 Resolution regarding authorisation for the board to resolve upon new issue of shares

It was resolved with the required majority, i.e. two thirds (2/3) of both the votes cast as well as the shares represented at the meeting, to authorise the Board of Directors to resolve on a new issue of Class B shares, warrants, or convertibles in accordance with appendix 7.

• 17 Resolution regarding authorisation for the board to resolve on acquisition and sale of the Company's own shares

It was resolved with the required majority, i.e. two thirds (2/3) of both the votes cast as well as the shares represented at the meeting, to authorise the Board of Directors to resolve on acquisitions and transfers of the company´s own shares in accordance with appendix 8.

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§ 18 Closing of the AGM

The meeting was declared closed.
At the minutes:	Verified:
Marek Zdrojewski	Christina Rogestam

Verified

Uwe Löffler