The uncertainty surrounding the global economy, particularly following the onset of the trade war in early April, had little impact on the European property market during the first quarter. We observed a continued cautious recovery and increased transaction activity, mainly driven by improved credit conditions and lower interest rates. Overall, transaction volumes in the European market increased by 4.3 percent during the quarter compared with the same period last year.

At the same time, we can conclude that the conditions for increased activity in the property market continue to strengthen. The European Central Bank (ECB) cut its key interest rate by 0.25 percentage points in April to stimulate growth and, in its comments, paved the way for further cuts if needed. Similarly dovish signals are also being heard from other central banks in Europe. This comes at a time when inflation in both the Eurozone and the rest of Europe is stabilizing.

Lower interest rates and improved credit conditions point to a stronger property market ahead, as uncertainty surrounding the trade war and the outlook for the global economy subsides. There are also several factors indicating that relative interest in investing in Europe is increasing as uncertainty surrounding investments in other regions grows.

All of this means that, despite the prevailing uncertainty, I maintain a positive view of the market going forward.

Operating profit for the first quarter amounted to SEK -44 M (4), a decline compared with the same period last year, explained by lower market values of fund investments, lower transaction-based income, divestments within Principal Investments in the same period last year, and restructuring costs. Adjusting for these effects, profit for the quarter is in line with the previous year and supports the outcomes of our initiatives to increase efficiency and digitalise our operations.

Successful divestment of Kaktus Towers
In Principal Investments, our focus during the quarter remained on developing and completing existing projects for sale, while evaluating new potential investments, including development projects and further European aggregation mandates with capital partners. It is therefore satisfying that we have delivered on both of these strategies after the end of the period.

After hard and focused work, we are pleased to have reached an agreement to divest Kaktus Towers in central Copenhagen at attractive levels for both us as the seller and the buyer. Kaktus Towers is a spectacular and award-winning project that we are very proud of. The residential section of the building was fully let following its completion in September 2022 and has since recorded rental growth of 15 percent. This reflects the property’s strong appeal.

On 1 May last week, we signed an agreement with Quantum — on behalf of a client — for the divestment of the asset. The transaction is based on an underlying property value of approximately SEK 2.1 Bn and is expected to contribute nearly SEK 260 M to operating profit after transaction costs. The transaction is expected to be completed during the second quarter.

The sale enables increased opportunities for new and attractive investments to grow assets under management and recurring income, in line with our strategy.

I would also like to mention the residential project Vega, which we announced at the end of April. The co-investment expands our existing project development operations in Copenhagen, building 269 affordable apartments in a joint venture with global property investor Barings. Vega is a clear example of our strategy within Principal Investments. Going forward, we aim to diversify the portfolio through the strategic use of own capital, co-investments, and partnerships — to grow assets under management, increase recurring income and long-term shareholder value.

With valuations having stabilised at a new level, we see a strong starting point for new investments, combined with a very strong cash position that is further strengthened by the divestment of Kaktus Towers.

Recovery in the transaction market
As previously mentioned, the Corporate Finance business area experienced a continued improvement in the transaction market during the first quarter, albeit to varying degrees across different markets. During the first quarter, we acted as advisor in a number of transactions, although slightly fewer than in the fourth quarter of 2024. This is partly explained by the fact that the first quarter historically is a relatively weak quarter for transactions.

While awaiting a real turnaround in the market, we continued during the first quarter to sharpen and adapt our organisation, which resulted in non-recurring costs of SEK 7 M.

Balanced capital flows
In Investment Management we are pleased of a continued balance of in- and outflows.

Assets under management within Investment Management totalled SEK 148 Bn at the end of the quarter, a decrease of SEK 7 Bn compared with the end of 2024. However, adjusted for currency effects, this represents an increase of nearly SEK 2 Bn.

The capital inflow mainly stemmed from growth of new Asset Management mandates, where we are entrusted by investors to manage, reposition, and develop property portfolios.

The merger of our two fund management companies — Catella Residential Investment Management (CRIM) and Catella Real Estate AG (CREAG) — into Catella Investment Management GmbH (CIM) took effect during the first quarter. The benefits of the merger, aimed at leveraging synergies, became apparent immediately. During the period, CIM, with advisory support from the French group company Catella Aquila Investment Management France, acquired three logistics properties with a total lettable area of approximately 18,750 square metres in Saint-Étienne and Avignon. The investment was made within the framework of the investment fund Catella Logistik Deutschland Plus (CLD+), which closed at EUR 500 M, corresponding to approximately SEK 5.7 Bn, at the end of 2024. Catella Aquila Investment Management France will be responsible for the management and development of the properties.

Outlook
I remain deeply grateful for the trust the Board has placed in me to lead Catella as interim CEO and President, and I warmly welcome Rikke Lykke as the new CEO and President. Rikke will assume her position after summer on 15 August, I will continue in my role as interim CEO until then, with the ambition to further strengthen Catella as a leading pan-European property investment company, supported by a very strong financial position and a clear focus on capturing the opportunities offered by the current market situation.

Our focus going forward is to continue working in line with the strategies we have developed for our respective business areas.

Diversify and sharpen the investment focus of Principal Investments, which means that, as we divest existing development projects, we will make new investments using equity, in order to grow Investment Management’s assets under management and establish a solid foundation for recurring income. Here, the divestment of Kaktus Towers is a very important piece of the puzzle.

Enhanced profitability and a harmonized offering in Corporate Finance is achieved by strengthening and focusing our services during weaker market conditions, combined with cost-saving measures. It gives us a strong position in a market that is turning the corner.

Focus on AUM growth in Investment Management, where we continued to achieve growth during the past years of challenging market conditions, driven by a balanced approach between fund investments and our expertise in managing and developing properties through mandates. By continuing to expand existing funds and launch new strategies, we cultivate growing, stable, and value-creating cash flows.

I view the near future with optimism, despite the uncertainty in the global economy. Our strong position as a leading player in the markets in which we operate, combined with strong liquidity and a capital position that has been significantly strengthened through the divestment of Kaktus Towers. We have the strength to seize opportunities that arise in the market and are focused on growing assets under management, as well as making seed investments in funds or mandates.

Catella will be presenting the Interim Report and answering questions today at 10 a.m. CEST.
To participate in the conference, please see https://financialhearings.com/event/51907.

Daniel Gorosch, interim CEO and President
Stockholm, Sweden, 9 May 2025

Right to participate in the annual general meeting
Shareholders who wish to participate in the annual general meeting shall:
• be recorded in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday 12 May 2025; and
• give notice to attend the annual general meeting no later than Wednesday 14 May 2025. Notice to attend can be made by post to Catella AB, ”Annual General Meeting 2025”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46 (0)8-402 91 33 or via Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy. When giving notice of attendance, please state your name or company name, personal identification number or company registration number, address and telephone number. The registration procedure described above also applies to advisors.

Shareholders who wish to use the possibility of postal voting in advance shall do so in accordance with the instructions under the heading Postal voting below.

Nominee registered shares
To be entitled to participate in the annual general meeting, a shareholder whose shares are nominee registered must have the shares re-registered in their own name so that the shareholder is recorded in the presentation of the share register as per Monday 12 May 2025. Such registration may be temporary (so-called voting right registration) (Sw. rösträttsregistrering) and is requested from the nominee in accordance with the nominee’s procedures in such time in advance as determined by the nominee. Voting right registrations effected by the nominee no later than Wednesday 14 May 2025 will be considered in the presentation of the share register.

Proxies etc.
Shareholders who wish to attend the meeting venue in person or by proxy are entitled to bring one or two advisors. Shareholders who wish to bring advisors shall state this in connection with their notification. Shareholders who are represented by a proxy shall issue a written and dated power of attorney for the proxy. If the power of attorney has been issued by a legal entity, a certificate of registration or corresponding authorization documents shall be enclosed. To facilitate the registration at the general meeting, powers of attorney as well as certificates of registration and other authorization documents should be received by the Company on the above-mentioned address no later than Wednesday 14 May 2025. A proxy form is available on the Company’s website, www.catella.com/en/investor-relations/corporate-governance/general-meetings.

Postal voting
A certain form shall be used for postal voting. The postal voting form is available on the Company’s website, www.catella.com/en/corporate-governance/general-meetings. The completed and signed postal voting form shall be submitted by post to Catella AB, ”Annual General Meeting 2025”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. The completed and signed form must be received by Euroclear Sweden AB, who administers the forms on behalf of the Company, no later than Wednesday 14 May 2025. Shareholders may also cast their postal votes electronically via BankID verification as per instructions available on Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. Such electronic postal votes shall be submitted no later than Wednesday 14 May 2025.

If the shareholder postal votes by proxy, a power of attorney shall be enclosed to the form. A proxy form is available on the Company’s website, www.catella.com/en/corporate-governance/general-meetings. If the shareholder is a legal entity, a certificate of registration or corresponding authorization documents shall be enclosed to the form. The shareholder may not provide special instructions or conditions to the postal voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions are available on the postal voting form and on Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy.

Shareholders’ right to receive information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it can be done without material harm to the Company, at the general meeting provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company’s financial situation. The disclosure obligation also relates to the Company’s relationship with group companies and the consolidated accounts, as well as such relationships regarding subsidiaries as referred to in the previous sentence.

Proposed agenda

1. Opening of the general meeting
2. Election of chair of the general meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of two persons to check and verify the minutes jointly with the chair
6. Determination of whether the general meeting has been duly convened
7. Statement by the CEO
8. Presentation of the annual accounts and the auditor’s report as well as the consolidated annual accounts and the auditor’s report for the Group
9. Resolution regarding adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
10. Resolution regarding dispositions of the Company’s profit or loss in accordance with the adopted balance sheet and on record date for dividend
11. Resolution regarding discharge from liability of the board members and the CEOs
12. Presentation of the remuneration report 2024 for approval
13. Determination of the number of board members, auditors and any deputy auditors
14. Determination of the remuneration to the board and the auditor
15. Election of board members, chair of the board of directors, auditor and any deputy auditors
16. Resolution regarding guidelines for remuneration to senior executives
17. Resolution regarding authorization for the board of directors to resolve on new issue of shares
18. Resolution regarding authorization for the board of directors to resolve on repurchase and transfer of own shares
19. Resolution on a long-term incentive program for members of the board of directors including a directed issue and subsequent transfer of warrants
20. Closing of the general meeting

Proposed resolutions
Proposals for resolutions under items 2 and 13-15 have been presented by Catella’s nomination committee ahead of the annual general meeting 2025, comprising Eje Wictorson (chair of the nomination committee), appointed by Claesson & Anderzén, Ruben Visser, appointed by Gran Fondo Capital and Oscar Karlsson, appointed by Alcur Funds.

Proposals for resolutions under items 10, 12 and 16-18 have been presented by the board of directors of the Company.

Proposal for resolution under item 19 has been presented by the Company’s largest shareholder, Claesson & Anderzén. Gran Fondo Capital and Alcur Funds have in advance expressed their support for the proposal.

Item 2. Election of chair of the general meeting
The nomination committee proposes Sofia Watt as chair of the annual general meeting.

Item 10. Resolution regarding dispositions of the Company’s profit or loss in accordance with the adopted balance sheet and on record date for dividend
The board of directors proposes that the annual general meeting resolves on a dividend to the shareholders of SEK 0.90 per share for the financial year 2024 and that the remaining profit is carried forward. Based on the total number of shares in the Company as per the date of this notice, the proposed dividend amounts to a total of SEK 79,513,714.80.

The board of directors proposes Thursday 22 May 2025 as record date for the dividend. If the annual general meeting resolves in accordance with the proposal, the dividend is expected to be paid by Euroclear Sweden AB on Tuesday 27 May 2025.

Item 12. Presentation of the remuneration report 2024 for approval
The board of directors proposes that the annual general meeting resolves to approve the board of directors’ remuneration report for 2024 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

Item 13. Determination of the number of board members, auditors and any deputy auditors
The nomination committee proposes that the board of directors shall comprise seven (7) members with no deputy board members and that the Company shall have one (1) auditor and no deputy auditors.

Item 14. Determination of the remuneration to the board and the auditor
The nomination committee proposes the following remuneration for work in the board of directors for the period until the end of the next annual general meeting (previous year’s remuneration stated in parentheses):
• SEK 695,000 to the chair of the board of directors (SEK 635,000);
• SEK 430,000 to each of the other board members (SEK 390,000); and
• for work in the committees, SEK 155,000 to the chair of the board of directors’ audit committee (SEK 145,000) and SEK 120,000 to each of the other two members (SEK 112,000) as well as SEK 60,000 to the chair of the board of directors’ remuneration committee (SEK 55,000) and SEK 45,000 to the other member (SEK 40,000).

If the annual general meeting resolves in accordance with the nomination committee’s proposals regarding board composition and remuneration to the board of directors, including remuneration for work in the committees, under items 13 and 14, the total remuneration to the board of directors will amount to SEK 3,775,000 (SEK 3,049,000).

Further, the nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.

Item 15. Election of board members, chair of the board of directors, auditor and any deputy auditors
The nomination committee proposes, for the period until the end of the next annual general meeting, re-election of the board members Tobias Alsborger, Pernilla Claesson, Samir Kamal and Sofia Watt, as well as election of Erik Eikeland, Erik Ranje and Erik Rune as new board members. Johan Damne and Anneli Jansson have declined re-election.

The nomination committee proposes election of Erik Rune as new chair of the board of directors.

In accordance with the recommendation from the audit committee, the nomination committee proposes re-election of the registered accounting firm KPMG AB as auditor for the period until the end of the annual general meeting 2026. KPMG has informed the Company that the authorized public accountant Johanna Hagström Jerkeryd will continue as auditor-in-charge if KPMG is re-elected as auditor.

Item 16. Resolution regarding guidelines for remuneration to senior executives
The board of directors proposes that the annual general meeting resolves to adopt guidelines for remuneration to senior executives in accordance with the below.

The CEO and the other members of the Company’s group management from time to time as well as members of the board of directors, to the extent they receive remuneration in addition to remuneration decided by the general meeting, are subject to these guidelines. At the time of the adoption of these guidelines, the group management comprises, in addition to the CEO, the CFO, the Head of Group HR and the Head of Group Legal. The guidelines shall be applied to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2025. These guidelines do not apply to remuneration decided by the general meeting.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
The Company’s business strategy is dependent on the ability to recruit and retain qualified employees. The total remuneration should be on market terms and competitive, which is a prerequisite for the successful implementation of the Company’s business strategy and the safeguarding of its long-term interests, including sustainability. Further, the remuneration shall be set in proportion to responsibilities and authority.

Forms of remuneration
Remuneration to the CEO and other members of the Company’s group management may consists of base salary, short-term and long-term variable remuneration, pension benefits and other benefits.

Base salary
Base salary is determined by the board of directors and should be on market terms, reflecting the significance of each position for the Company as a whole. The base salary should reflect the executive’s area of responsibility, skills, and experience, and require a committed effort at a high professional level.

Short-term variable remuneration
Short-term variable remuneration is decided by the board of directors and shall be based on predetermined financial and non-financial targets. The targets for short-term variable remuneration, such as group-wide financial targets related to e.g. EBIT and/or assets under management (AUM), sustainability targets, and/or individual targets aligned with each executive’s area of responsibility, shall be designed to promote the Catella Group’s strategy and long-term value creation, and be related to responsibilities and authority. The board of directors may also decide on discretionary targets related to the executive’s overall performance during the measurement period. Such discretionary targets shall constitute no more than 50 percent of the total target-based short-term variable remuneration. The assessment of the extent to which the targets have been achieved shall be measured over a one-year period.

The short-term variable remuneration may amount to a maximum of 100 percent of the fixed annual base salary. Additional variable cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are within a predetermined time frame and are only made individually either with the aim of recruiting or retaining executives, or as remuneration for extraordinary achievements in addition to the individual’s ordinary assignments. Such extraordinary remuneration paid in addition to short-term variable remuneration in accordance with the above may not exceed an amount corresponding to 100 percent of the fixed annual base salary and may not be paid more than once a year per individual. Decisions relating to such remuneration shall be made by the board of directors following preparation by the remuneration committee.

Long-term variable remuneration
Long-term variable remuneration in the form of long-term share-based incentive programs is decided by the general meeting and is thus not covered by these guidelines.

Pension benefits and other benefits
Pension benefits, including healthcare insurance (Sw. sjukförsäkring), shall be based on defined contribution. Variable cash remuneration shall not be pensionable. Pension premiums based on defined contribution shall amount to a maximum of 30 percent of the fixed annual base salary.

Other benefits may include life insurance, healthcare insurance, wellness benefits (Sw. friskvård) and lunch. Such benefits may amount to not more than 10 percent of the fixed annual base salary.

Termination of employment
Upon notice of termination of employment by the Company, the notice period shall be a maximum of twelve months, and upon notice of termination by the employee a maximum of six months. Salary and severance pay may in total not exceed 100 percent of the fixed annual base salary.

In addition, remuneration may be paid for potential non-competition undertakings. Such remuneration shall compensate for any loss in income and shall only be payable in so far as the former executive is not entitled to receive severance pay. Remuneration shall be based on the fixed base salary at the time of resignation and may amount to a maximum of 60 percent of the monthly salary at the time of notice of termination of employment and shall be payable during the period the non-competition undertaking applies, which shall not exceed nine months after the end of employment.

The Company is contractually prohibited to reclaim variable remuneration. The Board shall have the possibility, under applicable law or contractual provisions and subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on erroneous grounds.

The decision-making process for determining, reviewing and implementing the guidelines
The process for preparing, reviewing and implementing the remuneration guidelines is handled by a separate remuneration committee. After preparation by the remuneration committee, the board of directors shall prepare a proposal for new guidelines at least every four years and present the proposal for resolution at the general meeting. The guidelines shall apply until such time that new guidelines are adopted by the general meeting. The remuneration committee has an advisory (follow-up and evaluation) as well as a preparatory function for decision-making ahead of review and resolution by the board of directors. The chair of the board may be chair of the remuneration committee. Other members of the remuneration committee shall be independent in relation to the Company and management. The remuneration committee holds at least two regular meetings each year, well in advance before regular board meetings to address remuneration matters. All members of the remuneration committee, the CEO and the Head of Group HR shall, if possible, participate in the remuneration committee’s meetings (however subject to provisions relating to conflicts of interest under the Swedish Companies Act). Any other individual presenting a matter to the remuneration committee shall participate in the remuneration committee’s meetings to the extent the remuneration committee considers it appropriate. Individuals affected by the decisions shall however not attend meetings of the remuneration committee or the board of directors during the period of preparation and decisions regarding the matter.

Salary and employment terms for employees
Each year, the remuneration committee completes an analysis of how the total salary structure and employment terms for the Company’s employees compare to the remuneration of the CEO and senior executives. This forms the basis for decisions when evaluating the reasonableness of these guidelines.

Derogation from the guidelines
The board of directors may resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including sustainability, or to ensure the Company’s financial viability.

Description of significant changes and how shareholders’ opinions have been considered
In relation to the guidelines for remuneration adopted by the annual general meeting 2022, and in addition to editorial and other changes not deemed significant, the guidelines have been supplemented with criteria to be applied for determining base salary and a description of the targets to be applied for short-term variable remuneration. Furthermore, a provision has been introduced allowing the board of directors to decide on discretionary targets for short-term variable remuneration related to the executive’s overall performance.

No material opinions on the remuneration guidelines have been presented by shareholders.

Item 17. Resolution regarding authorization for the board of directors to resolve on new issue of shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve on a new issue of shares of class A and/or class B, provided that such an issue can be made without amending the articles of association. The total number of shares that may be issued under the authorization may in total not exceed ten (10) percent of the total number of shares in Catella at the time of the annual general meeting.

The authorization shall include the right to resolve on share issues through cash payment, payment in kind or payment by set-off. A cash or set-off issue made with deviation from the shareholders’ preferential rights shall be made on market terms.

The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights are to enable the Company to increase growth and improve results and cash flow by financing acquisitions and/or investments and thus contribute to increased shareholder value, as well as to promote increased liquidity in the Company’s shares and a larger shareholder base in the Company.

Item 18. Resolution regarding authorization for the board of directors to resolve on repurchase and transfer of own shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the next annual general meeting, resolve on repurchase of the Company’s own shares of class A and/or class B. Repurchase of shares may only be made at a maximum number of shares so that the Company’s holding, from time to time after such repurchase, does not exceed ten (10) percent of the total number of shares in the Company. Repurchase may only be made on Nasdaq Stockholm at a price per share within the prevailing share price interval at the time, where share price interval means the difference between the highest buying price and the lowest selling price. In the event that repurchase is effected by a stock broker assigned by the Company, the share price may, however, correspond to the volume weighted average price during the time period within which the shares were repurchased, even if the volume weighted average price on the date of delivery falls outside the price range. Payment for the shares shall be made in cash.

Further, the board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the next annual general meeting, resolve to transfer own shares of class A and/or class B. The maximum number of shares of class A and/or class B that may be transferred may not exceed the total number of shares of class A and/or class B held by Catella at any given time.

Transfers shall take place on or outside Nasdaq Stockholm, including a right to resolve on deviation from the shareholders’ preferential rights. Transfers of shares of class A and/or class B on Nasdaq Stockholm shall be made at a price within the prevailing share price interval at the time, where share price interval means the difference between the highest buying price and the lowest selling price. Transfers of shares of class A and/or class B outside Nasdaq Stockholm shall be made on market terms and to a price in cash or value of property received that corresponds to the share price at the time of the transfer of the shares of class A and/or class B in Catella that are transferred, with any deviation that the board of directors deems appropriate in the individual case.

The purpose of the above authorizations regarding repurchase and transfer of own shares of class A and/or class B, and the reason for the deviation from the shareholders’ preferential rights (in relation to transfer), is to enable the Company to increase growth and improve results and cash flow by financing acquisitions and/or investments in a cost-effective manner through payment with the Company’s own shares, and to enable the achievement of a more appropriate capital structure from time to time.

Item 19: Resolution on a long-term incentive program for members of the board of directors including a directed issue and subsequent transfer of warrants
Catella’s largest shareholder Claesson & Anderzén, representing approximately 49.42 percent of the share capital and approximately 49.19 percent of the votes in the Company, propose that the annual general meeting resolves to implement a warrant-based incentive program for all board members of the Company. The Company’s second and third largest shareholders, Gran Fondo Capital and Alcur Funds, together representing approximately 12.15 percent of the share capital and approximately 11.57 percent of the votes in the Company, have in advance expressed their support for the proposal.

The purpose of the program, and the reasons for deviating from the shareholders’ preferential rights, is to encourage the members of the board of directors to increase their shareholding in Catella and to provide for the possibility to participate in and promote a positive development in the value of the Company’s shares, which is expected to increase the alignment of interests between the members of the board of directors and Catella’s shareholders.

1. Issue of warrants

1.1 The Company shall issue in total a maximum of 400,000 warrants of series 2025/2028. The issue of warrants shall, with deviation from the shareholders’ preferential rights, be directed to a wholly owned subsidiary of Catella (the ”Subsidiary”). The right to subscribe for the warrants is granted to the Subsidiary with the right and obligation for the Subsidiary to offer board members as set out in item 2.1 below to acquire the warrants at market value. The warrants shall be issued free of charge to the Subsidiary.

1.2 The Subsidiary’s subscription of the warrants shall take place during the period from 21 May 2025 up to and including 11 June 2025. The board of directors has the right to extend the subscription period. Over-subscription cannot occur.

1.3 The complete terms and conditions for the warrants are set out in the document ”Terms and conditions for warrants 2025/2028 in Catella AB”, which is available on the Company’s website, www.catella.com/en/corporate-governance/general-meetings.

2. Transfer of warrants

2.1 The warrant program is proposed to be directed to the board members elected at the annual general meeting 2025. The Subsidiary shall offer the board members to acquire a maximum of 400,000 warrants, whereof 100,000 to the chair and 50,000 each to the other board members, respectively.

2.2 The transfer of warrants shall take place as soon as practically possible after the annual general meeting. The warrants shall be transferred to the board members on market terms at a price determined by an external valuer using the Black & Scholes valuation model. The market value per warrant has been preliminarily estimated at approximately SEK 2.56 based on an assumed volatility level during the term of the warrants of 26.5 percent, certain assumptions regarding risk-free interest and future dividends and a share price of SEK 27.665, which corresponded to the closing price of the Company’s class B share on 11 April 2025. The preliminary valuation has been prepared by People & Corporate Performance AB.

3. Terms and conditions for subscription of shares

3.1 Each warrant entitles the holder to subscribe for one (1) class B share in the Company. The warrants may be exercised for subscription of new shares of class B during the two-week period commencing the day after the publication of the Company’s interim report for the second quarter of 2028 (also half-year report), but no earlier than 23 August 2028 and no later than 20 September 2028.

Subscription of shares can however not take place during a period when trading in shares in Catella is prohibited under Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) or other applicable corresponding legislation.

3.2 The subscription price per share upon exercise of warrants shall amount to 120 percent of the listed volume-weighted average price of the Company’s class B share on Nasdaq Stockholm during a period of five trading days starting from the day after the Company’s board of directors first offers the participants to acquire warrants. The subscription price for the new shares of class B may not be lower than the current quotient value of the shares.

3.3 Upon exercise of the warrants, a recalculation at net value for the exercise of warrants shall be applied in accordance with the complete terms and conditions of the warrants, whereby the subscription price for each share of class B shall correspond to the share’s quotient value of SEK 2.00, and the warrants entitle to a recalculated, as a starting point lower, number of shares compared to if no recalculation were applied. However, the warrants may not entitle to more than one (1) share per warrant, subject to any recalculation in accordance with the complete terms and conditions of the warrants. Assuming hypothetically that the subscription prices for the shares of class B in the Company, for which the warrants entitle to subscription, were set at SEK 33.20, the recalculation upon full subscription with the support of all 400,000 warrants at the below indicated share prices for the Company’s share of Class B prior to the subscription period for warrants of the relevant series will result in the following:

Illustrative calculation example based on an assumed subscription price of SEK 33.20

3.4 As stated in the complete terms and conditions for the warrants, the subscription price and the number of shares that each warrant entitles the holder to subscribe for may be recalculated in the event of, inter alia, rights issues with preferential rights for the shareholders or bonus issues. The subscription price exceeding the quotient value of the shares shall be allocated to the free share premium reserve.

3.5 The shares issued upon exercise of the warrants shall entitle to dividend for the first time on the record date for dividend occurring closest after the subscription has been registered with the Swedish Companies Registration Office and the shares have been recorded in the shareholders’ register maintained by Euroclear Sweden AB.

4. Increase in share capital, dilution and costs

4.1 Upon full subscription and exercise of all 400,000 warrants, the Company’s share capital may be increased by a maximum of SEK 800,000, provided that no recalculation (other than the recalculation to be applied in accordance with item 3.3) is made in accordance with the complete terms and conditions for the warrants. This corresponds to a dilution of approximately 0.45 percent of the existing share capital.

4.2 Considering that the warrants shall be transferred at an estimated market price, the warrant program itself is not expected to entail any costs beyond certain minor costs for establishment and administration.

5. Repurchase, information on outstanding programs and preparation of the proposal

5.1 The warrants shall be subject to an obligation for the board members to first offer Catella to repurchase the warrants before transferring or otherwise disposing of the warrants to third parties. The warrants shall further be subject to a right for Catella to repurchase the warrants at market value if the participant’s board assignment in Catella ceases during the term of the relevant warrant series.

5.2 For more information on outstanding incentive programs in Catella, please refer to the 2024 annual report available on the Company’s website, www.catella.com/en/investor-relations/corporate-governance/general-meetings.

5.3 The proposal on the warrant program has been prepared by Claesson & Anderzén in consultation with external advisors. Gran Fondo Capital and Alcur Funds have in advance expressed their support for the proposal. None of the board members included in the program have been involved in the preparation of the proposal.

Majority requirements
For valid resolutions of the annual general meeting in accordance with the proposals under items 17 and 18, the resolutions must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the annual general meeting.

For a valid resolution of the annual general meeting in accordance with the proposal under item 19, the resolution must be supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the annual general meeting.

Available documents
The proposals of the board of directors and the nomination committee to the annual general meeting are set out in this notice. Accounting documents, the auditor’s report and other documents to the annual general meeting are available on the Company’s website, www.catella.com/en/investor-relations/corporate-governance/general-meetings, and at the Company’s headquarters at Birger Jarlsgatan 6, SE-114 34 Stockholm, Sweden. The notice and the other documents will be sent, free-of-charge, to shareholders who so request and state their address. The documents can be ordered via Euroclear Sweden AB using the contact information stated above.

Number of shares and votes
As per the date of this notice, the total number of shares in the Company amounts to 88,348,572, of which 2,340,654 are shares of class A with five (5) votes each and 86,007,918 are shares of class B with one (1) vote each, corresponding to a total of 97,711,188 votes. As per the same date, the Company does not hold any own shares.

Authorization
The board of directors, the CEO or the person appointed by either of them shall have the right to make the minor adjustments to the general meeting’s resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office and/or Euroclear Sweden AB.

Processing of personal data
For information about how your personal data is processed, please refer to the integrity policy that is available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Translation
This English version of the notice convening the annual general meeting of Catella AB is a convenience translation of the Swedish version. In the event of any discrepancies between the versions, including any documents prepared in relation thereto, the Swedish version shall prevail.

Stockholm in April 2025

Catella AB
The Board of Directors