Nivika Fastigheter AB: Nivika convenes Annual General Meeting

The notice will be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website within the coming days.

NOTICE OF ANNUAL GENERAL MEETING IN NIVIKA FASTIGHETER AB

Nivika Fastigheter AB (publ) will hold its Annual General Meeting on Thursday, 8 May 2025 at 3:00 p.m. at the company's premises at Refugen 6, Värnamo. Registration for the meeting will begin at 2:45 p.m.

RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY

To participate in the meeting, a shareholder must:

• Be registered as a shareholder in the share register maintained by
  Euroclear Sweden AB on Tuesday, 29 April 2025, and
• Notify the company of their intention to attend no later than Friday, 2 May 2025.

Notification can be made in writing to Nivika Fastigheter AB, "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, by telephone at +46 (0)8-402 91 33 on weekdays between 9:00 a.m. and 4:00 p.m., via the company's website www.nivika.se, or by email to GeneralMeetingService@euroclear.com. Please provide your name or company name, personal or corporate identity number, address, and daytime telephone number. Notification of any assistants follows the same procedure. A shareholder exercising voting rights by postal voting does not need to separately register for the meeting (see below under Postal Voting). See also below for additional information on the processing of personal data.

NOMINEE-REGISTERED SHARES

Shareholders whose shares are registered in the name of a nominee must, in order to participate, temporarily register the shares in their own name so that they are recorded in the share register maintained by Euroclear Sweden AB by Friday, 2 May 2025.

POSTAL VOTING

Shareholders may exercise their voting rights by postal voting. A special form must be used, available on the company's website www.nivika.se. The form can also be obtained from the company or by contacting Euroclear Sweden AB. For agenda items where the Board or the Nomination Committee has submitted proposals, it is possible to vote Yes or No, as clearly indicated in the form. It is also possible to abstain from voting on individual items. The postal vote must reach the company no later than Friday, 2 May 2025. No separate registration is required as the postal voting form also serves as notification. Shareholders may also submit postal votes electronically using BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be submitted no later than Friday, 2 May 2025.

The completed form, including any attachments, should be sent by email to GeneralMeetingService@euroclear.com or by post in original to Nivika Fastigheter AB, "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm. If the shareholder is a legal entity, a copy of the certificate of registration or equivalent authorization document must be attached. The same applies if the shareholder votes by proxy. The postal vote may not include special instructions or conditions; if so, the entire vote will be invalid. Further instructions are provided in the form.

PROXY AND POWER OF ATTORNEY FORM

Shareholders not attending in person may exercise their voting rights through a proxy with a written, signed, and dated power of attorney. A proxy form is available on the company's website www.nivika.se and can also be obtained from the company or ordered via Euroclear Sweden AB. If the proxy is issued by a legal entity, a copy of the certificate of registration or equivalent authorization document must be attached. The power of attorney must not be older than one year unless a longer validity period is specified, but no longer than five years. To facilitate admission to the meeting, proxies and authorization documents should be submitted to the company well in advance.

PROPOSED AGENDA

1. Opening of the meeting
2. Election of Chair of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Address by the CEO
8. Presentation of the annual report and auditor's report and the consolidated financial statements and auditor's report for the group
9. Resolutions on:

a)       Adoption of the income statement and balance sheet and the consolidated income statement and balance sheet,

b)      appropriation of the company's profit in accordance with the adopted balance sheet, and

c)       discharge from liability for the Board members and the CEO for the period 1 Sep 2023 - 31 Dec 2024

10. Resolution on the number of Board members and auditors
11. Resolution on fees to the Board and auditor
12. Election of Board members and Chair of the Board
13. Election of auditor
14. Resolution on approval of the remuneration report
15. Resolution on guidelines for remuneration to senior executives
16. Resolution on:

a)       authorization for the Board to resolve on acquisition of own shares

b)      authorization for the Board to resolve on transfer of own shares

17. Resolution on authorization for new shares
18. Closing of the meeting

NOMINATION COMMITTEE'S PROPOSALS

The Nomination Committee for the 2025 Annual General Meeting consists of Victoria Skoglund, appointed by Niclas Bergman and Viktoria Bergman through the company Värnanäs AB, who also serves as Chair of the Nomination Committee; Erik Dahl, appointed by Santhe Dahl through the company Santhe Dahl Invest AB; Göran Larsson, appointed by Gösta Welandson through the company Husleden Förvaltning AB; and Jörgen Olsson, appointed by Håkan Eriksson through the company Skandinavkonsult i Stockholm AB. In addition, Elisabeth Norman, Chair of Nivika's Board of Directors, participates as an adjunct member without voting rights.

The Nomination Committee proposes the following ahead of the meeting:

Election of Chair of the meeting (item 2)

The Nomination Committee proposes that the Chair of the Board, Elisabeth Norman, or, if she is unable to attend, a person designated by the Nomination Committee, be elected as Chair of the meeting.

Resolution on the number of Board members and auditors (item 10)

The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of seven shareholder-elected members without deputies. The Nomination Committee further proposes that the company shall have one auditor without a deputy.

Resolution on fees to the Board members and auditor (item 11)

The Nomination Committee proposes that fees to the Board remain unchanged for the period until the end of the next Annual General Meeting, with SEK 515,000 to the Chair of the Board, SEK 250,000 to other shareholder-elected members who are independent in relation to the company's major shareholders, and SEK 200,000 to other shareholder-elected members who are dependent in relation to the company's major shareholders. No fees shall be paid to any member who is employed by the company.

The Nomination Committee further proposes that remuneration for work in the Audit Committee remain unchanged for the period until the end of the next Annual General Meeting, with SEK 50,000 to the Chair of the Audit Committee and SEK 25,000 to each of the other members of the Audit Committee. No remuneration shall be paid for committee work to any Board member who is employed by the company.

Fees to the auditor shall be paid according to approved invoice.

Election of Board members and Chair of the Board (item 12)

The Nomination Committee proposes the re-election of Board members Elisabeth Norman, Håkan Eriksson, Santhe Dahl, Helena Nordman-Knutson, Oscar Welandson, and Tim Floderus, as well as the election of Knut Rost as a new member. Benny Holmgren and Thomas Lindster have declined re-election ahead of the 2025 Annual General Meeting. Elisabeth Norman is proposed for re-election as Chair of the Board.

Knut Rost (born 1959) is proposed as a new member. Knut Rost has extensive experience in the real estate industry and has held various senior positions within Castellum AB and ICA Fastigheter in Västerås since 1995. Most recently, he served as CEO of Diös Fastigheter AB (publ) for nearly eleven years.

Information about the other Board members proposed for re-election is available on the company's website www.nivika.se.

Election of auditor (item 13)

The Nomination Committee proposes the re-election of the registered audit firm Ernst & Young AB as the company's auditor. The Nomination Committee's proposal is consistent with the recommendation of the Audit Committee. Neither the Nomination Committee's proposal nor the Audit Committee's recommendation has been influenced by any third party or been subject to any contractual terms that restrict the choice of auditor.

Ernst & Young AB has announced that, if the Nomination Committee's proposal is also adopted by the Annual General Meeting, authorized public accountant Jonas Svensson will be appointed as the auditor in charge.

BOARD OF DIRECTORS' PROPOSAL

Appropriation of the company's profit in accordance with the adopted balance sheet (item 9 b)

The Board proposes that the Annual General Meeting resolve that the company's profit, as shown in the adopted income statement, be appropriated so that of the company's available earnings of SEK 3,792 million, a dividend to shareholders shall be paid in an amount corresponding to SEK 0.64 per share, and that the remaining amount be carried forward. It is proposed that the dividend be distributed in four installments of SEK 0.16 per share. The first record date is proposed to be 12 May 2025, the second 18 August 2025, the third 17 November 2025, and the fourth 16 February 2026. If the meeting resolves in accordance with the Board's proposal, the dividend is expected to be paid through Euroclear Sweden AB on 15 May 2025, 21 August 2025, 20 November 2025, and 19 February 2026.

The first time a dividend can be paid on shares that may be issued under the authorization for new share issues in item 17 below will be on the payment date following the first record date after the new shares have been registered with the Swedish Companies Registration Office and entered into the share register maintained by Euroclear Sweden AB.

Resolution on approval of the remuneration report (item 14)

The Board proposes that the Annual General Meeting approve the Board's remuneration report regarding compensation in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution on guidelines for remuneration to senior executives (item 15)

The Board proposes that the Annual General Meeting adopt the following guidelines for remuneration to senior executives. These guidelines cover members of the company's Board of Directors and members of the company's Group Management. The guidelines shall apply to remuneration agreed upon, and changes made to already agreed remuneration, after the guidelines have been adopted by the Annual General Meeting. The guidelines remain in effect until the Annual General Meeting resolves to adopt new guidelines. The guidelines do not apply to remuneration decided by the Annual General Meeting.

Promotion of the company's business strategy, long-term interests and sustainability

The company's business strategy is, in brief, to focus geographically on southern Sweden, primarily in Småland along the "West Swedish Triangle", and to own and manage high-yielding commercial and residential properties on a long-term basis. With local presence, creativity and sound business acumen, the company aims to develop and create value in its property portfolio to achieve optimal conditions for stable cash flow, continued expansion and a strong reputation.

For further information about the company's vision, business concept and strategy, see the company's website www.nivika.se.

The Board considers that successful implementation of the company's business strategy and safeguarding of its long-term interests, including sustainability, require the company to recruit and retain senior executives with the competence and capacity to achieve set goals. To this end, the company must offer competitive remuneration that motivates senior executives to perform at their best. These guidelines enable the company to offer a competitive total remuneration.

If share-related incentive programs are established, these shall be decided by the Annual General Meeting and are therefore not covered by these guidelines.

Variable cash remuneration covered by these guidelines shall aim to promote the company's business strategy and long-term interests, including sustainability.

Forms of remuneration

Remuneration shall be market-based and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. In addition, the Annual General Meeting may - independently of these guidelines - resolve on, for example, share-based or share price-related remuneration.

Variable cash remuneration

Fulfilment of criteria for payment of variable cash remuneration shall be measurable over a period of one or more years. Variable cash remuneration may amount to a maximum of 100 percent of the total fixed cash salary during the measurement period for such criteria.

Variable cash remuneration shall be linked to predetermined and measurable criteria, which may be financial or non-financial. They may also consist of individual quantitative or qualitative goals. The criteria shall be designed to promote the company's business strategy and long-term interests, including sustainability, for example by linking to the business strategy or by creating increased alignment of interests between senior executives and the company's shareholders.

When the measurement period for fulfilment of criteria for payment of variable cash remuneration has ended, the extent to which the criteria have been met shall be assessed/determined. The Board is responsible for the assessment regarding variable cash remuneration to the CEO and, where applicable, to Board members. The CEO is responsible for the assessment regarding variable cash remuneration to other senior executives. For financial targets, the assessment shall be based on the company's most recently published financial information.

Pension m.m.

For the CEO, pension benefits, including health insurance, shall be defined contribution. Variable cash remuneration shall not be pensionable. Pension premiums for defined contribution pensions shall amount to a maximum of 30 percent of the fixed annual cash salary. The stated limit for pension contributions shall not prevent salary exchange of cash salary for pension contributions in accordance with the company's prevailing policy.

For other senior executives, pension benefits, including health insurance, shall be defined contribution unless the executive is covered by defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall be pensionable to the extent required by mandatory collective agreement provisions applicable to the executive. Pension premiums for defined contribution pensions shall amount to a maximum of 30 percent of the fixed annual cash salary. The stated limit for pension contributions shall not prevent salary exchange of cash salary for pension contributions in accordance with the company's prevailing policy.

Insurance and other benefits

Other benefits may include, for example, life insurance, health insurance and car benefit. Such benefits may amount to a maximum of 15 percent of the fixed annual cash salary.

Termination of employment

In the event of termination by the company, the notice period may be a maximum of 12 months. Fixed cash salary during the notice period and severance pay may not exceed an amount corresponding to the fixed cash salary for two years. In the event of termination by the senior executive, the notice period may be a maximum of 12 months, without entitlement to severance pay.

In addition, compensation may be paid for any non-compete undertaking. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former senior executive has no right to severance pay. The compensation shall amount to a maximum of 100 percent of the fixed cash salary at the time of termination, unless otherwise required by mandatory collective agreement provisions, and shall be paid during the period the non-compete undertaking applies, which shall be a maximum of 12 months after termination of employment.

Consideration of current salary and employment conditions for employees

In preparing the Board's proposal for these remuneration guidelines, current salary and employment conditions for the company's employees have been considered by including information on employees' total remuneration, remuneration components and remuneration increases and rate of increase over time as part of the Board's decision-making basis when evaluating the reasonableness of the guidelines and the limitations resulting from them. The development of the gap between senior executives' remuneration and other employees' remuneration will be reported in the remuneration report ahead of the next Annual General Meeting.

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

The Board as a whole performs the remuneration-related tasks normally assigned to a remuneration committee. These tasks include preparing proposals for guidelines for remuneration to senior executives. The Board shall prepare proposals for new guidelines when there is a need for significant changes and present the proposal for resolution at the Annual General Meeting, but at least every four years. The Board shall also monitor and evaluate programs for variable remuneration for company management, application of guidelines for remuneration to senior executives and current remuneration structures and remuneration levels in the company.

To avoid conflicts of interest, Board members participating in the handling and decision-making of remuneration matters for senior executives shall be independent in relation to the company and company management. When the Board handles and decides on remuneration-related matters, persons in company management or the Board shall not be present to the extent they are affected by the matters. External advice may be used in the preparation of remuneration-related matters when deemed necessary.

If the Board decides to establish a remuneration committee, what is stated in these guidelines regarding the Board in its capacity as the company's remuneration committee shall apply to the remuneration committee.

Deviation from the guidelines

The Board may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for doing so in an individual case and a deviation is necessary to meet the company's long-term interests, including sustainability, or to ensure the company's financial viability. Any such deviations shall be reported in the remuneration report ahead of the next Annual General Meeting.

Resolution on authorization for the Board to resolve on acquisition of own shares (item 16 a)

The Board proposes that the Annual General Meeting authorize the Board, on one or more occasions before the next Annual General Meeting, to resolve on the acquisition of own shares on essentially the following terms:

1. Acquisitions of own shares shall take place on Nasdaq Stockholm.
2. Acquisitions may be made so that the company's holding of own shares amounts to no more than one-tenth of all shares in the company.
3. Acquisitions on Nasdaq Stockholm shall be made for cash at a price within the prevailing price range, meaning the range between the highest bid price and the lowest ask price.

The purpose of the proposed authorization to acquire own shares is to enable an improvement of the company's capital structure, to facilitate transfers of shares in accordance with the Board's proposal for authorization to transfer own shares, and to provide the Board with increased flexibility in connection with potential future acquisitions of companies, businesses or properties by enabling quick and cost-effective financing through payment with or disposal of own shares, as well as to broaden the company's institutional ownership base through the disposal of own shares.

The Board, or a person appointed by the Board, shall have the right to make such minor adjustments to the resolution as may be required due to formal requirements.

Resolution on authorization for the Board to resolve on transfer of own shares (item 16 b)

The Board proposes that the Annual General Meeting authorize the Board, on one or more occasions before the next Annual General Meeting, to resolve on the transfer of own shares on essentially the following terms:

1. Transfers of own shares may take place either on Nasdaq Stockholm or in another manner.
2. Transfers of own shares may be made with deviation from the shareholders' preferential rights.
3. No more shares than those held by the company at the time of the Board's resolution on the transfer may be transferred.
4. Transfers on Nasdaq Stockholm shall be made at a price within the prevailing price range, meaning the range between the highest bid price and the lowest ask price. Transfers in another manner shall be made at a minimum price determined in close connection with the share's market price at the time of the Board's resolution on the transfer.
5. Payment for transferred shares may be made in cash, by contribution in kind or by set-off.
6. The Board shall have the right to determine other terms for the transfer, which shall, however, be market-based.

The purpose of the proposed authorization to transfer own shares and the reason for deviation from the shareholders' preferential rights is to enable an improvement of the company's capital structure and to provide the Board with increased flexibility in connection with potential future acquisitions of companies, businesses or properties by enabling quick and cost-effective financing through payment with or disposal of own shares, as well as to broaden the company's institutional ownership base through the disposal of own shares.

The Board, or a person appointed by the Board, shall have the right to make such minor adjustments to the resolution as may be required due to formal requirements.

Resolution on authorization for new share issues (item 17)

The Board proposes that the Annual General Meeting authorize the Board, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' preferential rights, to resolve on new issues of shares, warrants and/or convertibles corresponding to a maximum of ten percent of the total number of outstanding shares in the company. The authorization shall also include the right to resolve on new issues of shares, warrants (with or without consideration) and/or convertibles with provisions on contribution in kind, set-off or otherwise with conditions in accordance with the Swedish Companies Act. Cash or set-off issues made with deviation from the shareholders' preferential rights shall be made on market terms.

The reason for the proposal and the possibility to deviate from the shareholders' preferential rights is to provide flexibility in connection with potential acquisitions or capital raising.

The Board, or a person appointed by the Board, shall have the right to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

MAJORITY REQUIREMENTS

Resolutions under items 16 a (authorization to acquire own shares), 16 b (authorization to transfer own shares) and 17 (authorization for new share issues) are valid only if supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

DOCUMENTS

All documents required under the Swedish Companies Act will be available at the company and on the company's website no later than Thursday, 17 April 2025, and will be sent immediately and free of charge to shareholders who request them and provide their postal address. The documents will also be available at the meeting.

NUMBER OF SHARES AND VOTES

The total number of shares in the company at the time of issuing this notice is 95,885,594 shares, corresponding to a total of 319,848,794 votes. At the same time, the company holds 1,297,353 own Class B shares.

INFORMATION AT THE MEETING

The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that it can be done without causing significant harm to the company, provide information at the meeting regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or its subsidiaries' financial situation, the consolidated accounts and the company's relationship to other group companies.

Shareholders who wish to submit questions in advance may do so by post to Kristina Karlsson at the address Nivika Fastigheter AB, Att: "Annual General Meeting", Refugen 6, SE-331 44 Värnamo, or by email to kristina@nivika.se.

PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, please see:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

_________

Värnamo March 2025

Nivika Fastigheter AB (publ)

Board of Directors