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Notice of the annual general meeting of Fastighetsbolaget Emilshus AB (publ)

19th Mar 2026 06:30

The shareholders of Fastighetsbolaget Emilshus AB (publ), company registration number 559164-8752 (the “Company” or “Emilshus”), are hereby invited to the Annual General Meeting on Tuesday 21 April 2026, at 13:00 at the premises of Cecil Coworking, Norrlandsgatan 10, Stockholm. Registration for the Annual General Meeting will take place from 12:30.

RegistrationShareholders wishing to attend the Annual General Meeting must:

be registered as shareholders in the share register maintained by Euroclear Sweden AB on 13 April 2026,and notify the Company of their intention to attend by 15 April 2026 at the latest.

Notification must be made either:

by post to Fastighetsbolaget Emilshus AB (publ), Att: Annual General Meeting, c/o Born Law, Box 5244, 102 45 Stockholm, orby email to [email protected].

When registering, shareholders must provide their full name, personal or organisation number, address, telephone number, shareholding and, where applicable, details of proxies and assistants (maximum of two). Where applicable, the registration should be accompanied by powers of attorney, registration certificates and other authorisation documents.

Personal data retrieved from the share register maintained by Euroclear Sweden AB, notifications of attendance at the meeting and details of proxies and assistants will be used for registration, the preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.

Nominee-registered sharesIn order to be entitled to attend the Annual General Meeting, a shareholder who has had their shares registered in the name of a nominee must, in addition to registering for the meeting, have the shares registered in their own name so that the shareholder is included in the share register as at 13 April 2026. Such registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee’s procedures, at such time in advance as the nominee determines. Voting rights registrations made by the nominee and effected no later than 15 April 2026 will be taken into account in the preparation of the share register.

ProxyShareholders represented by a proxy must issue a written proxy form, signed and dated by the shareholder, authorising the proxy. If the proxy is issued by a legal entity, a copy of the certificate of incorporation must be attached; if no such document is available, an equivalent document proving the entity’s authority must be provided. A proxy form for shareholders wishing to attend the meeting through a proxy is available on the Company’s website https://emilshus.com/sv/arsstamma-2026/. The original proxy form must also be presented at the meeting.

Proposed agenda

Election of the Chairman of the meetingPreparation and approval of the voting registerApproval of the agendaElection of one or two scrutineersDetermination as to whether the meeting has been duly convenedPresentation of the annual report and auditor’s report, as well as the consolidated financial statements and the auditor’s report for the groupResolution onthe adoption of the profit and loss account and balance sheet, as well as the consolidated profit and loss account and consolidated balance sheet,allocation of profit or loss in accordance with the adopted balance sheet,discharge from liability for the members of the Board of Directors and the Managing DirectorApproval of remuneration for the Board of Directors and AuditorElection of the Board of Directors, the Chairman of the Board and the AuditorPresentation and approval of the remuneration reportResolution on the adoption of guidelines for remuneration of senior executivesResolution on the adoption of the Nomination Committee’s terms of referenceResolution on the introduction of an incentive scheme through 1) a private placement of warrants and 2) approval of the transfer of warrants (LTIP 2026)Resolution to authorise the Board of Directors to decide on a new issueResolution to authorise the Board of Directors to make minor adjustments to resolutions

Proposed resolutionsItem 1. Election of the Chairman of the MeetingThe Nomination Committee proposes that Johan Ericsson be elected as Chairman of the Meeting.

Item 7.b). Allocation of the company’s profit or loss in accordance with the adopted balance sheetThe Board of Directors proposes that the Annual General Meeting resolves to pay a dividend on the preference shares until the next Annual General Meeting, totalling SEK 2.00 per preference share, to be paid quarterly at SEK 0.50 per preference share. In accordance with the Company’s Articles of Association, the proposed record dates for the regular quarterly dividend are 30 June 2026, 30 September 2026, 30 December 2026 and 31 March 2027.

The Board of Directors further proposes that the remaining profits be carried forward, of which a certain portion may be utilised for dividends on additional preference shares as set out below.

The Board of Directors proposes that the Annual General Meeting resolve that all new preference shares that may be issued pursuant to the authorisation granted by the Annual General Meeting under item 14 below shall carry the right to a dividend for the first time on the record date for dividends occurring immediately after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB. This means that entitlement to the first dividend of SEK 0.50 arises on the first record date as described above that falls after entry in the share register.

For Series A and Series B Ordinary Shares, the Board of Directors proposes that the Annual General Meeting does not resolve on a dividend.

Item 8. Determination of Board of Directors and Auditor feesThe Nomination Committee proposes that remuneration to the Board for the period until the end of the next Annual General Meeting shall amount to SEK 360,000 (previously SEK 300,000) to the Chairman and SEK 200,000 (previously SEK 170,000) to each other member of the Board who is not an employee of the Company’s Group. The Nomination Committee further proposes that SEK 50,000 (previously SEK 50,000) be paid to each member of the Audit Committee and that SEK 15,000 (previously SEK 15,000) be paid to each member of other committees, and that remuneration to the auditor be paid unchanged on a time-and-materials basis.

Item 9. Election of the Board of Directors, Chairman of the Board and AuditorThe Nomination Committee proposes that the Annual General Meeting resolve that:

The Company’s Board of Directors shall, for the period until the close of the next Annual General Meeting, consist of six (6) ordinary Board members without deputies;Johan Ericsson, Jakob Fyrberg, Bj¶rn Garat, Elisabeth Thuresson, Rutger K¤ll©n and Ulrika Valassi be re-elected as ordinary Board members until the end of the next Annual General Meeting;Johan Ericsson be re-elected as Chairman of the Board; andthe audit firm KPMG AB is re-elected as Auditor, with Mattias Johansson as the Auditor in charge, in accordance with the Audit Committee’s recommendation.

Item 10. Presentation and approval of the remuneration reportIn accordance with Chapter 8, Section 53a of the Companies Act (2005:551), the Board of Directors has prepared a remuneration report on remuneration paid and outstanding that is covered by the Company’s remuneration guidelines in accordance with the Companies Act and the Swedish Code of Corporate Governance issued by the Swedish Corporate Governance Board, for the financial year 2025. The Board of Directors proposes that the Annual General Meeting approve the remuneration report.

Item 11. Resolution on the adoption of guidelines for remuneration to senior executivesThe Board of Directors proposes that the Annual General Meeting resolve that the guidelines for remuneration to senior executives be maintained in the wording adopted at the Annual General Meeting on 20 April 2022, with the exception of editorial adjustments that do not affect the substantive content of the guidelines.

Item 12. Resolution on the adoption of the Nomination Committee’s terms of referenceThe Nomination Committee proposes that the Annual General Meeting resolve that the instructions regarding the composition and work of the Nomination Committee in the Company be retained as adopted at the Annual General Meeting on 29 April 2025.

Item 13. Resolution regarding the introduction of an incentive scheme through 1) a private placement of warrants and 2) approval of the transfer of warrants (LTIP 2026)The Board of Directors proposes that the Annual General Meeting resolve on the issue of warrants and the approval of the transfer of warrants for the purpose of establishing an incentive scheme for employees of Emilshus. The shareholders AB Sagax, Aptare Holding AB, Lannebo Kapitalf¶rvaltning and L¤nsf¶rs¤kringar Fonder have in advance expressed their support for the Board of Directors' proposal. The main terms of the Board of Directors' proposal are set out below.

1. Issue of warrantsThe Board of Directors proposes that the Annual General Meeting resolve on a private placement of a maximum of 326,000 warrants, entailing an increase in share capital of a maximum of SEK 652,000 upon full exercise. The following terms shall otherwise apply to the resolution.

The right to subscribe for the warrants shall, in deviation from the shareholders’ pre-emption rights, be granted to the wholly-owned subsidiary Emilshus Option AB, company registration number 559256-2523, (the “Subsidiary”), with the right and obligation to transfer the warrants to employees of Emilshus. Oversubscription is not permitted. The warrants shall be issued free of charge to the Subsidiary.

The reason for the deviation from shareholders’ pre-emption rights is to introduce an incentive scheme for employees within Emilshus and thereby a competitive remuneration system that enables participants to share in the Company's success, which is expected to lead to increased commitment to the Company's operations and long-term earnings growth, as well as further aligning the participants’ incentives with the shareholders’ interests.

Subscription for the warrants must take place within five weeks of the date of the issue resolution. The Board of Directors is entitled to extend the subscription period.

Each warrant entitles the holder to subscribe for one (1) Series B ordinary share in the Company (“Ordinary Share”). A net strike price shall apply upon exercise of the warrants, which means that the number of Ordinary Shares to which each warrant entitles the holder to subscribe for shall be recalculated.

Subscription for Ordinary Shares in accordance with the terms and conditions of the warrants may take place during a two-week period commencing on the day following the publication of the Company’s interim report for the period 1 January â€" 31 March 2029, but no earlier than 13 April 2029 and no later than 1 June 2029. If a warrant holder is prevented from subscribing for Ordinary Shares during this period due to applicable insider legislation, the Company shall be entitled to allow such warrant holder to subscribe for shares instead as soon as they are no longer prevented from doing so, but no later than 30 calendar days after such impediment has ceased.

The subscription price (“Subscription Price”) per Ordinary Share shall consist of the volume-weighted average price of the Ordinary Share on the trading day on which the Company publishes its interim report for the period 1 January â€" 31 March 2029, reduced by an amount corresponding to the higher of:

(i) an amount corresponding to the average price of the Company’s Ordinary Share at the time of issue, which shall consist of the average closing price during the period from 22 April 2026 to 29 April 2026 according to Nasdaq Stockholm’s official price list, multiplied by

the performance of the average total return index value for the Company's Ordinary Share from 22 April 2026 up to and including 29 April 2026 (start value) compared with the trading day on which the Company publishes its interim report for the period 1 January â€" 31 March 2029 (closing value),reduced by the change in the average total return index value for property companies listed on Nasdaq Stockholm from 22 April 2026 to 29 April 2026 (start value) compared with the trading day on which the Company publishes its interim report for the period 1 January â€" 31 March 2029 (closing value), and

(ii) zero SEK.

The total return index applied comprises all property companies listed in the Nasdaq Stockholm Property Index (SX35GI) from time to time and takes into account the companies’ share price performance and dividends paid.

The subscription price may not be lower than the current quotient value of the Ordinary Share.

Upon exercise of the warrants, the net strike price shall apply, which means that the recalculation of the number of Ordinary Shares to which each warrant entitles the holder to subscribe for shall be carried out in accordance with the full terms and conditions of the warrants, and that the subscription price to be paid per Ordinary Share by the participant upon exercise of the warrant shall correspond to the quotient value of the Ordinary Share.

The Ordinary Shares subscribed for pursuant to the warrants shall carry the right to dividends for the first time on the first record date for dividends occurring after the subscription for Ordinary Shares through the exercise of the warrants has been effected.

The new Ordinary Shares that may be issued upon subscription are not subject to any restrictions.

Warrants held by the Subsidiary and which have not been transferred may be cancelled by the Company following a resolution by the Company’s Board of Directors with the consent of the Subsidiary’s Board of Directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.

It is proposed that the Board of Directors, or a person appointed by the Board, be authorised to make such minor adjustments to the above resolution as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.Further terms and conditions are set out in the full terms and conditions of the warrants.

2. Approval of transfers of warrantsThe Board of Directors proposes that the Annual General Meeting approve the Subsidiary’s transfers of warrants on the following principal terms.

Employees within the Emilshus Group shall be offered the opportunity to acquire warrants for a guaranteed amount corresponding to a maximum of 100 per cent of each participant’s monthly pre-tax salary as set out below.

CategoryMaximum investment amount (total per category)Indicative guaranteed number of warrants (total per category)*
A. Managing Director (maximum 1 person)SEK 250,00036,927
B. Other members of the management team (maximum 6 persons)SEK 648,00095,716
C. Other employees (maximum 27 people)SEK 1,307,180193,084
*Indicative number of warrants based on a preliminary valuation of each warrant in accordance with the details set out below.

The Company’s Board of Directors shall decide on the final allocation.

The warrants shall be transferred on market terms at a price (premium) corresponding to the estimated market value of the warrants, calculated using a generally accepted valuation model by an independent valuation firm. For acquisitions made by new employees after the expiry of the initial application period, a new market price shall be determined in the same manner.

The value of the warrants has been provisionally calculated at SEK 6.77 per warrant based on a share price of SEK 53.10, which corresponded to the closing price of Emilshus Ordinary Shares on 3 March 2026. The provisional valuation was carried out by an independent valuation firm, PwC.

The Company will subsidise part of the premium for participants in the programme through a cash bonus, the detailed terms of which are set out in the Board’s full proposal. The total cost of the subsidy, based on the assumptions regarding the value of the warrants as set out above, is estimated to amount to a maximum of approximately SEK 2.0 million, excluding social security contributions.

Emilshus currently has two outstanding employee warrant programmes established in 2023 and 2025 respectively. Apart from these, there are no outstanding share-based incentive programmes at Emilshus.

For a valid resolution under this item, the proposal must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Annual General Meeting.

Item 14. Resolution to authorise the Board of Directors to decide on a new issueThe Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to, on one or more occasions during the period up to the next Annual General Meeting, with or without deviation from shareholders’ pre-emption rights, resolve on new issues of Series B ordinary shares, preference shares, and warrants and/or convertibles with the right to subscribe for or convert into Series B ordinary shares or preference shares. Payment may be made in cash, by way of non-cash consideration, by set-off or otherwise subject to conditions.

The total number of shares covered by such new issues shall fall within the limits of the share capital as set out in the Articles of Association in force at any given time, and may correspond to a maximum of ten (10) per cent of the total number of shares in the Company at the time of the 2026 Annual General Meeting.

For a resolution in accordance with the Board’s proposal under this item, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Item 15. Resolution authorising the Board of Directors to make minor adjustments to resolutionsThe Board of Directors proposes that the Annual General Meeting authorise the Board of Directors, the Managing Director or such other person as the Board may appoint to make such minor adjustments and clarifications to the resolutions passed at the Annual General Meeting as may be necessary for the registration of the resolutions.

DocumentsFinancial statements and the auditor’s report, the Nomination Committee’s reasoned opinions, the remuneration report, the full proposals for resolutions and the terms and conditions of the warrants, as well as proxy forms, are available at www.emilshus.com and at the Company’s offices at Storgatan 10, 352 31 V¤xj¶, for at least three weeks immediately prior to the meeting. Copies of the aforementioned documents will also be sent to shareholders who request them and provide their postal address. The documents will also be available at the meeting.

Number of shares and votesThe total number of registered shares in the Company as at the date of this notice is 156,154,267, of which 10,706,770 are Series A ordinary shares, corresponding to 107,067,700 votes, 115,447,497 are Series B ordinary shares, corresponding to 115,447,497 votes, and 30,000,000 are preference shares, corresponding to 30,000,000 votes, bringing the total number of votes to 252,515,197. The Company holds no treasury shares.

Shareholders’ right to request informationShareholders are entitled to request that the Board of Directors and the Managing Director provide information in accordance with Chapter 7, Section 32 of the Companies Act (2005:551). Information shall be provided if the Board of Directors considers that this can be done without material detriment to the Company.

Processing of personal dataIn connection with registration for the Annual General Meeting, the Company will process the personal data requested as set out above regarding shareholders. The personal data collected from the share register, the registration for participation in the Annual General Meeting, and details of proxies and assistants will be used for registration, the preparation of the voting list for the Annual General Meeting and, where applicable, the minutes of the meeting. The personal data will only be used for the Annual General Meeting.

For further information regarding the Company’s processing of personal data in connection with the Annual General Meeting, please refer to the Company’s privacy policy at www.emilshus.com/sv/personuppgiftspolicy and the general privacy policy for general meetingswww.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

______________

Fastighetsbolaget Emilshus AB (publ)V¤xj¶, March 2026The Board of Directors

About EmilshusEmilshus is a property company rooted in the business culture of Sm¥land that acquires, develops and manages high-yield commercial properties, with southern Sweden as its core market. The company’s property portfolio at December 31, 2025 totalled 1,188 ksqm of leasable area distributed among 233 properties with an emphasis on light industry, industrial services/trade suppliers and big-box and grocery retail. Emilshus’s ordinary share and preference share are listed on Nasdaq Stockholm.

Emilshus â€" Storgatan 10 â€" 352 31 V¤xj¶ â€" www.emilshus.com

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