Notice of Extraordinary General Meeting in PPI Public Property Invest AB (publ)
PPI Public Property Invest AB (publ), Reg. No. 559547-5061 ("PPI" or the "Company"), with its registered office in Stockholm, gives notice of the Extraordinary General Meeting to be held on Friday 26 June 2026 at 12.00 CEST at the premises of Advokatfirman Vinge at Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration starts at 11.30 CEST.
Right to participate in the Extraordinary General Meeting and notice of participation
Participation in the Extraordinary General Meeting at the venue
A shareholder who wishes to participate in the Extraordinary General Meeting at the venue, in person or represented by a proxy, must:
(i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB ("Euroclear") relating to the circumstances on Wednesday 17 June 2026, and (ii) no later than Monday 22 June 2026 give notice by post to PPI Public Property Invest AB (publ), c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, via e-mail to GeneralMeetingService@euroclear.com, or by telephone +46 8 402 91 33. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
Shareholders registered with Euronext Securities Oslo (formerly VPS) who are not registered with Euroclear must also carry out the steps set out under Particular information for shareholders registered with Euronext Securities Oslo. If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company's website, www.publicproperty.se/en/. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Extraordinary General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than Thursday 25 June 2026.
Participation by voting in advance
A shareholder who wishes to participate in the Extraordinary General Meeting by voting in advance must (i) be recorded as a shareholder in the share register maintained by Euroclear relating to the circumstances on Wednesday 17 June 2026, and (ii) give notice no later than Monday 22 June 2026, by casting their advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than on that day.
Shareholders registered with Euronext Securities Oslo (formerly VPS) who are not registered with Euroclear must also carry out the steps set out under Particular information for shareholders registered with Euronext Securities Oslo. A shareholder who wishes to participate in the Extraordinary General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Extraordinary General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when advance voting. The advance voting form is available on the Company's website www.publicproperty.se/en/. A completed and signed form may be submitted by post to PPI Public Property Invest AB (publ), c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or via e-mail to GeneralMeetingService@euroclear.com. The completed form shall be received by the Company no later than Monday 22 June 2026. Shareholders who are natural persons may also cast their votes electronically through BankID verification via Euroclear's website, https://www.euroclear.com/sweden/generalmeetings/. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on the Company's website www.publicproperty.se/en/. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Extraordinary General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Extraordinary General Meeting or otherwise withdraws its cast advance vote. If the shareholder chooses to participate in a voting at the Extraordinary General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register their shares in their own name so that the shareholder is recorded in the share register relating to the circumstances on Wednesday 17 June 2026. Such re-registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee no later than Monday 22 June 2026 are taken into account when preparing the share register.
Shareholders registered with Euronext Securities Oslo (formerly VPS) who are not registered with Euroclear must also carry out the steps set out under Particular information for shareholders registered with Euronext Securities Oslo.
Particular information for shareholders registered with Euronext Securities Oslo
Shareholders registered with Euronext Securities Oslo (formerly VPS) who are not registered with Euroclear and who wish to be entitled to vote at the Extraordinary General Meeting must notify DNB Bank ASA no later than Monday 15 June 2026 at 12.00 CEST. Such notice shall be submitted by e-mail to vote@dnb.no, or alternatively sent to DNB Bank ASA, Issuer Services, Box 1600 Sentrum, N-0021 Oslo, Norway, so that it is received by DNB Bank ASA no later than 15 June 2026 at 12.00 CEST. The notification must include the shareholder's name, personal identification number or company registration number, and number of shares held. Upon receipt of such notification, DNB Bank ASA will temporarily register the shares in the name of the shareholder with Euroclear for the purpose of enabling participation and voting at the Extraordinary General Meeting. In addition, shareholders registered with Euronext Securities Oslo must give notice to the Company of their intention to participate according to what is set out under Participation in the Extraordinary General Meeting at the venue or Participation by voting in advance.
Proposed agenda
1. Opening of the Extraordinary General Meeting 2. Election of Chairman of the Extraordinary General Meeting 3. Preparation and approval of the voting list 4. Approval of the agenda 5. Election of one or two persons to approve the minutes 6. Determination of whether the Extraordinary General Meeting has been duly convened 7. Resolution on dividend and record dates 8. Resolution on number of members of the Board of Directors 9. Resolution on fees for members of the Board of Directors and auditors 10. Election of new member of the Board of Directors and Chairman 11. Resolution to introduce a long-term incentive program for the Company's executive management and key individuals a. Adoption of a long-term incentive program for the Company's executive management and key individuals b. Issue and transfer of warrants c. Transfer of own shares 12. Closing of the Extraordinary General Meeting
Proposed resolutions
Election of Chairman of the Extraordinary General Meeting (item 2)
The Nomination Committee proposes that Rikard Lindahl, member of the Swedish Bar Association, from Advokatfirman Vinge, or in case he has an impediment, the person assigned by the Nomination Committee instead, is elected as Chairman of the Extraordinary General Meeting.
Resolution on dividend and record dates (item 7)
The Board of Directors proposes that the Extraordinary General Meeting resolves on a dividend to the shareholders of SEK 1.00 per share for the financial year 2025 to be disbursed on four occasions, each of SEK 0.25 per share. The record dates for dividend are proposed to be 30 June 2026, 30 September 2026, 30 December 2026 and 31 March 2027. If the Extraordinary General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed through Euroclear on 3 July 2026, 5 October 2026, 7 January 2027 and 5 April 2027.
As of 31 December 2025, PPI's non-restricted equity amounted to SEK 14,352,066,070. The Company has subsequently not resolved on any value transfers. However, on 9 February 2026 the Annual General Meeting resolved to carry out a bonus issue, which increased the Company's restricted equity by SEK 475,000, and on 10 April 2026, the Extraordinary General Meeting resolved to carry out a bonus issue, which increased the Company's restricted equity by SEK 518.528697. Other than these bonus issues, no changes to the Company's restricted equity have occurred since 31 December 2025. Hence, the available amount for distribution in accordance with Chapter 17, Section 3, Paragraph 1 of the Swedish Companies Act, amounts to approximately SEK 14,351,590,551.
Resolution on number of members of the Board of Directors (item 8)
The Nomination Committee proposes that the Board of Directors shall consist of seven (7) members of the Board of Directors, with no deputy members.
Resolution on fees for members of the Board of Directors and auditors (item 9)
The Nomination Committee proposes that fees, including remuneration for committee work, shall amount to SEK 1,000,000 to the Chairman of the Board of Directors, SEK 500,000 to each of the other members of the Board of Directors, SEK 60,000 to the Chairman of the Remuneration Committee, SEK 30,000 to each of the other members of the Remuneration Committee, SEK 150,000 to the Chairman of the Audit Committee, SEK 75,000 to each of the other members of the Audit Committee, SEK 60,000 to the Chairman of the Investment Committee and SEK 30,000 to each of the other members of the Investment Committee. The fees shall be paid pro rata for the time from and including the listing on Nasdaq Stockholm until the Annual General Meeting 2027.
The Nomination Committee also proposes that fees to the auditors shall be paid in accordance with approved invoices.
Election of new member of the Board of Directors and Chairman (item 10)
The Nomination Committee proposes that, for the period up until the end of the next Annual General Meeting, Martin Mæland, Charlotte Håkonsen, Silje Cathrine Hauland, Siv Jensen, Jens-Fredrik Jalland and Sven-Olof Johansson are re-elected as members of the Board of Directors and that Lennart Sten is elected as new Chairman and member of the Board of Directors. Kenneth Bern has informed the Nomination Committee that he will not be available for re-election.
Information on the members of the Board of Directors proposed for re-election is available at the Company's website and in the Company's prospectus prepared in relation to the listing on Nasdaq Stockholm. Information about Lennart Sten can be found below.
Lennart Sten was born in 1959 and has an education as Naval Officer in the Swedish Navy and holds a jur. B.Sc. from Stockholm University. Lennart Sten is Chairman of the Board of Directors of Samhällsbyggnadsbolaget i Norden AB (publ), KlaraBo Sverige AB, CLS Holdings plc and Fastighetsbolaget Trappan AB, and member of the Board of Directors of Interogo Holding AG, Easy Depot AB and Elevågor AB. Lennart Sten's previous assignments include President of GE Capital Real Estate (Europe), Chairman of the Board of Fastighetsägarna Sverige, Founder and former CEO and member of the Board of Directors of LSTH Svenska Handelsfastigheter AB and member of the Board of Directors of Bonnier Fastigheter AB. Lennart Sten does not hold any shares in PPI. Lennart Sten is independent in relation to the Company and its management, but dependent in relation to the Company's major shareholders.
Resolution to introduce a long-term incentive program for the Company's executive management and key individuals (item 11)
The Board of Directors proposes that the Extraordinary General Meeting resolves to adopt a long-term incentive program based on performance-based share rights for employees of the PPI Public Property Invest AB group (the "Share Rights Program 2026") in accordance with item 11(a). The Board of Directors further proposes that the items under 11(a) -- 11(c) are conditional upon each other.
The Board of Directors intends to annually present a proposal for a long-term incentive program for the Company's executive management and key individuals.
Adoption of a long-term incentive program for the Company's executive management and key individuals (item 11(a))
The program in brief
The Share Rights Program 2026 is proposed to include both current and future executive management and other key individuals, meaning that a maximum of approximately 20 individuals within the PPI Public Property Invest AB group will be able to participate (the "Participants"). Within the framework of the Share Rights Program 2026, the Company may allot Participants rights to receive "Performance Shares", which, subject to certain conditions being met, shall give the right to receive one (1) Performance Share free of charge ("Share Rights") in accordance with the terms and conditions set out below.
Background and rationale
The purpose of the Share Rights Program 2026 is to create conditions for attracting, motivating and retaining competent employees within the PPI Public Property Invest AB group and to increase the coherence between the employees', shareholders' and the Company's objectives, as well as to increase the motivation to reach and exceed the Company's financial and non-financial targets. The Share Rights Program 2026 has been designed so that the program includes both current and future executive management and other key individuals.
By offering Share Rights that are based on a combination of net operating income development of the comparable portfolio and relative total shareholder return performance of the Company in relation to a selected index, the Participants are rewarded for increased shareholder value and value-creating measures. The Share Rights Program 2026 also rewards employees' continued loyalty and thus the long-term value growth of the Company. Further, the Board of Directors considers that the Share Rights Program 2026 will have a positive effect on the future development of the PPI Public Property Invest AB group and will consequently be beneficial for both the Company and its shareholders.
Terms and conditions
A Share Right may be exercised provided that the Participant, with certain exceptions, from the start of the Share Rights Program 2026 for each Participant, up until and including the date three (3) years thereafter (the "Vesting Period"), is still employed by the PPI Public Property Invest AB group. The last day for the start of the Share Rights Program 2026 shall be the day before PPI Public Property Invest AB's Annual General Meeting 2027. In addition to the requirement of the Participant's continued employment as set out above, the Share Rights (and thus the right to receive Performance Shares) shall also be subject to the performance conditions as set out below (the "Performance Conditions"). The Performance Conditions shall be fulfilled during the measurement period 1 January 2026 -- 31 December 2028 (the "Measurement Period").
Performance Condition 1:
Fifty (50) per cent of the Share Rights will vest based on three-year Public Property Invest total shareholder return performance compared to the performance of the CRERX -- Carnegie Real Estate Return Index (the "Index" and the "TSR", respectively)[1] during the Measurement Period. The actual performance shall be determined on a linear target scale between a hurdle at 100% and a cap at 120% for the Performance Condition 1.
If the Company's TSR is the same as (i.e. 100% of) the Index, 50% of the Share Rights under this Performance Condition 1 will vest. If the Company's TSR is 120% or more of the Index, all Share Rights under this Performance Condition 1 will vest. If the Company's TSR is between 100% and 120% of the Index, Share Rights under this Performance Condition 1 will vest linearly.
If the Company's TSR is lower than 100% of the Index, no Share Rights under this Performance Condition 1 will vest.
Performance Condition 2:
Fifty (50) per cent of the Share Rights will vest based on net operating income development in relation to the comparable portfolio ("Net Operating Income Development"), which is compared to the average consumer price index[2] ("CPI") during the Measurement Period. Depending on how the Company's Net Operating Income Development relates to CPI during the Measurement Period, the Participant may receive full vesting (maximum level), no vesting (below the minimum level), or linearly vesting (from the minimum level up to the maximum level) of the half of the Share Rights under this Performance Condition 2. For stock market and competitive reasons, the minimum and maximum levels for Performance Condition 2 are not specified. Information on the Performance Condition 2 and the outcome will be communicated to the shareholders after the expiry of the Share Rights Program 2026.
The Board of Directors shall be entitled to decide that all or certain Share Rights shall be canceled or reclaimed if the Company's TSR and/or reporting of Net Operating Income Development is the result of intentional or significantly misleading inaccuracies in the financial reporting or gross misconduct. The Board of Directors shall also, in exceptional cases, be able to reduce or postpone the vesting of the Share Rights if the Company's TSR and/or Net Operating Income Development, according to the Board of Directors, do not reflect the underlying business performance.
In order to further increase the alignment of interests with shareholders, the Board of directors considers it appropriate that the Participants shall over time build up a holding of the Company's shares corresponding to the value of three (3) months' salary of each person's base salary, with exception to the CEO who over time shall build up a holding of the Company's shares corresponding to the value of six (6) months' salary of the CEO's base salary, calculated based on the value after tax. The Board of Directors shall have the right to waive this condition in certain circumstances, e.g. if the Participant's employment is terminated due to long-term illness.
The Share Rights shall, in addition to what is set out above, be governed by the following terms and conditions:
The Share Rights are allotted free of charge no later than the day before the Annual General Meeting 2027.
The Share Rights vest during the Vesting Period and entitle to Performance Shares.
The Share Rights may not be transferred or pledged.
Each Share Right entitles the Participant to receive one (1) Performance Share free of charge after the end of the Vesting Period (with certain exceptions where the Vesting Period may be accelerated), if the Participant, with certain exceptions, is still employed by the PPI Public Property Invest AB group by the end of the Vesting Period.
In the event of change of ownership, resulting from a public takeover offer or another type of transaction, vesting will be accelerated if at least fifty (50) per cent of the shares or voting rights in the Company are controlled, directly or indirectly, by one or more persons who are not part of the Aker ASA group, the Samhällsbyggnadsbolaget i Norden AB (publ) group and with exception of intragroup mergers. The Measurement Period and Vesting Period shall then end during the last complete quarter and the maximum number of Performance Shares shall be calculated pro-rata in relation to the original Vesting Period and the new Vesting Period.
The number of Performance Shares that each Share Right entitles them to will be re-calculated in the event that changes occur in the Company's equity capital structure, such as a bonus issue, merger, rights issue, share split or reverse share split, reduction of the share capital or similar measures. Furthermore, in order to align the Participants' and the shareholders' interests, the Company will compensate the Participants for any dividends paid by increasing the number of Performance Shares that each Share Right entitles them to. The number of Performance Shares each Share Right entitles to shall be rounded up to a whole number.
Preparation of the program, design and administration
The Board of Directors, or a special committee set up by the Board of Directors, shall be responsible for preparing the detailed design and administration of the terms and conditions of the Share Rights Program 2026, in accordance with the presented terms and guidelines including provisions for recalculation in the event of an in-between bonus issue, share split, rights issue and/or other similar measures. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the PPI Public Property Invest AB group or in its environment that would result in that the adopted terms of the Share Rights Program 2026 no longer fulfill their objectives or the rationale for the purpose including, inter alia, that adjustments may be decided with respect to the terms and conditions for the Performance Conditions, and the basis for such calculation.
Allotment of Share Rights
The Participants are divided into three categories and a maximum of 633,220 Share Rights can be allotted to the Participants in the Share Rights Program 2026. For the Share Rights Program 2026, the value of the Share Rights (based on the value of the Performance Shares) will for the CEO (category 1) not exceed an amount corresponding to 50 per cent of the annual base salary, for the other Management Employees (category 2) not exceed an amount corresponding to 40 per cent of the annual base salary and for other key employees not exceed an amount corresponding to 20 per cent of the annual base salary (category 3).
Scope and costs of the Share Rights Program 2026
The Share Rights do not have a market value since they are not transferable. Costs for Share Rights Program 2026 are based on the IFRS 2 reporting standard and are accounted for over the Vesting Period. The Board of Directors has made a preliminary cost estimate for Share Rights Program 2026, based on a share price at award of SEK 20, a conservative estimate that 65 per cent of the maximum number of Share Rights awarded will vest and a long-term interest rate of 2.6 per cent. The Board of Directors' assessment is that given these assumptions the cost of the Share Rights Program 2026, excluding social security contributions, will amount to approximately SEK 9 million. Costs mainly related to social security contributions (with a weighted average tax rate of 20 per cent) are estimated to amount to approximately SEK 2.5 million. The total costs for social security contributions will, however, depend on the number of Share Rights that vest and the value of the benefit that the Participant earns. All calculations above are preliminary and are only meant to illustrate the potential costs of Share Rights Program 2026. Actual costs may therefore deviate from the above.
Dilution
Upon maximum allotment of Performance Shares, it is estimated that not more than 633,220 shares will be allotted to Participants under the Share Rights Program 2026. The incremental dilution effect would amount to approximately 0.07 per cent on a fully diluted basis and based on the number of outstanding shares, provided that shares are delivered in accordance with item 11(b).
Preparation of the proposal
The Share Rights Program 2026 has been prepared by the Board of Directors in consultation with external advisors. The Share Rights Program 2026 has been discussed by the Board of Directors at a meeting in June.
Delivery of Performance Shares and hedging arrangements
In order to ensure delivery of shares under the Share Rights Program 2026 in a cost-efficient and flexible manner, the Board of Directors proposes to issue and exercise warrants in accordance with item 11(b) and the possibility to transfer repurchased shares in accordance with item 11(c) below. The items under 11(a) -- 11(c) are conditional upon each other.
Issue and transfer of warrants (item 11(b))
In order to ensure delivery of shares under the Share Rights Program 2026, the Board of Directors proposes that the Extraordinary General Meeting resolves to issue not more than 633,220 warrants, whereby the Company's share capital could be increased by not more than SEK 335.15.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, only be granted to PPI Public Property Invest AB (publ). The reason for the deviation from the shareholders' preferential rights is the implementation of the Share Rights Program 2026. The Company shall be entitled to transfer warrants to Participants or to a financial intermediary in connection with exercise.
The warrants shall be issued free of charge. The exercise price for subscription for shares based on the warrants shall correspond to the share's quota value.
Transfer of own shares (item 11(c))
The Board of Directors proposes that the Extraordinary General Meeting resolves that shares repurchased by the Company, pursuant to the authorization to resolve on acquisition and transfer of own shares resolved at the Company's Extraordinary General Meeting on 10 April 2026, may be transferred free of charge to Participants in the Share Rights Program 2026 in accordance with the resolved terms and conditions. In total, no more than 633,220 shares may be transferred to Participants. The number of shares which may be transferred is subject to recalculation in case of bonus issue, share split, rights issue and/or similar measures.
Special majority requirements
For a valid resolution under item 11 above, the proposal must be supported by at least nine-tenths (9/10) of both the votes cast and the shares represented at the Extraordinary General Meeting.
Shareholders' right to obtain information
The Board of Directors and the CEO shall, if requested by a shareholder and if the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda.
Number of shares and votes
There are 945,668,010 shares in PPI, corresponding to 945,668,010 votes. As of the date of this notice, the Company holds no own shares.
Documentation
Relevant documents pursuant to the Swedish Companies Act will be made available no later than 5 June 2026 at the Company's office at Strandvägen 1, SE-114 51 Stockholm, and at the Company's website, www.publicproperty.se/en/. The Nomination Committee's full proposal and its motivated statement are available on the Company's website www.publicproperty.se/en/. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal or email address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. For questions regarding how we process your personal data, you can contact us via email at gdpr@publicproperty.se.
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Stockholm, June 2026 PPI Public Property Invest AB (publ) The Board of Directors
[1] TSR is measured in Swedish krona and calculated in accordance with market practice. The Company's dividends shall be handled in the same manner as dividends are handled in for the Index. [2] As calculated and published by Statistics Sweden (Sw. Statistikmyndigheten SCB).
For further information, please contact: Tone K. Omsted, EVP IR and Corporate Finance tone.omsted@publicproperty.no ()
About Us PPI Public Property Invest AB (publ) is a Nordic real estate company focused on owning, operating and developing social infrastructure properties with public-sector tenants. The company's portfolio comprises community service properties across the Nordic region, including elderly and healthcare facilities, schools and other social infrastructure assets. PPI is listed on Nasdaq Stockholm and Euronext Oslo Børs. For more information, please visit: www.publicproperty.se