An extraordinary general meeting in Samhällsbyggnadsbolaget i Norden AB (publ), reg. no. 556981-7660, (the “Company” or “SBB”) was held on 23 October 2026. The Board of Directors’ proposal to carry out a buy-back and subsequent redemption of Series D ordinary shares (“D shares”) was not approved. The meeting did, however, resolve to approve the proposed related party transactions with PPI.
A total of 436,613,252 shares were represented at the meeting, of which 44,429,207 were D shares.
Buy-back and redemption of D shares
The Board of Directors’ proposal to carry out a buy-back of up to 149,208,126 D shares, representing all outstanding D shares in the Company, through an offer to D shareholders to sell their shares to the Company and a subsequent mandatory redemption of the D shares, was not approved.
The proposal received support through postal votes representing approximately 229 million votes and approximately 403 million shares, corresponding to approximately 98 per cent of the total votes and approximately 92 per cent of the total shares represented at the general meeting. Based on the postal votes received, it was established that votes were cast against the proposal in respect of 25,846,293 D shares, and that the proposal therefore did not obtain the required majority within the Series D share class.
Approval of certain related party transactions
The extraordinary general meeting resolved, in accordance with the Board of Directors’ proposal, to approve transactions with Public Property Invest AB (publ) (“PPI”), which is a related party to SBB pursuant to Chapter 16a of the Swedish Companies Act.
Through the transaction, SocialCo Fastigheter AB, a subsidiary of SBB, transfers all shares in (i) SBB Nöthagen 5 AB, reg. no. 559419-5413, which owns the property Karlskrona Pollux 32, and (ii) SBB Tuna Äng 1 AB, reg. no. 559508-4277, which owns a property portfolio comprising Karlskrona Gullbernahult 26, Karlskrona Gullbernahult 1, Stockholm Kallinge 2, Gotland Visby S:ta Gertrud 12 and Espoo Vitikka 1, to two different subsidiaries of PPI (the “Transaction”). In addition to approval by the meeting, the transfer of the shares in SBB Nöthagen 5 AB is also conditional upon approval from the Swedish Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter) (ISP) and from a tenant.
The consideration for all shares in SBB Nöthagen 5 AB will be settled by PPI, on the day of closing, paying SEK 159,000,000 in cash and assuming the financing of remaining project costs. The consideration for all shares in SBB Tuna Äng 1 AB, after a discount of SEK 8,000,000, will be settled by PPI, on the day of closing, paying SEK 91,000,000 in cash and issuing 39,453,642 shares in PPI at a subscription price of SEK 25.67 per share (corresponding to a value of SEK 1,012,775,000).
Closing is expected to take place during the fourth quarter of 2026, subject to satisfaction of the remaining conditions to closing.
Minutes and full resolutions
The minutes of the extraordinary general meeting, including the full resolutions, will be available on the Company’s website, www.sbbnorden.se.