BULLETIN FROM THE EXTRAORDINARY GENERAL MEETING OF SAMHÄLLSBYGGNADSBOLAGET I NORDEN AB (PUBL)
Summary by AI BETAClose X
At the Extraordinary General Meeting of Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or “the Company”) on 11 December 2025, the following resolution was adopted. Approval of certain transactions with related parties
The Extraordinary General Meeting resolved to approve the Board of Directors’ proposal regarding transactions with Public Property Invest ASA (“PPI”) and APG Invest AS (“APG”), which are related parties to SBB. The transactions are thus covered by Chapter 16a of the Swedish Companies Act.
Through the transaction, SBB transfers three wholly owned subsidiaries (directly or indirectly), collectively referred to as “SocialCo”, one of which is indirectly owned by Samhällsbyggnadsbolaget i Norden Holding AB (“SBB Holding”), to PPI, a Norwegian real estate company whose shares are listed on the Oslo Stock Exchange, and to transfer shares in PPI to APG (the “Transaction”).
Transaction details
The agreed underlying property value amounts to approximately SEK 32 billion, of which SEK 29 billion relates to the transaction entered into by SBB Holding. The proceeds from the transaction will be used by SBB and SBB Holding, respectively to, among other things, repay debt financing and to repurchase bonds. Furthermore, a part of the proceeds will be used to reinvest in PPI through an in-kind contribution in which the Company indirectly will receive shares in PPI as set out below (the “Reinvestment”).
Through the Reinvestment, SBB Holding will acquire a total of 446,858,803 shares in PPI at a price not exceeding NOK 23 per share, of which 369,317,325 non-voting shares and 77,541,478 shares carrying voting rights. In connection with the Reinvestment, SBB Holding will transfer 182,353,200 non-voting shares to APG. The proceeds from this transfer will consist of (i) NOK 4,103,955,941 and (ii) 3,920,333 shares in PPI carrying voting rights.
SBB will through the Transaction indirectly transfer approximately 740 community properties across Sweden, Norway, Denmark and Finland of which 590 are held by SBB Holding.
The transaction approved by the Extraordinary General Meeting comprises the following parts:
- The transfer of the Company's shares in SocialCo to PPI, which includes the sale of a vast majority of the wholly owned public property companies in the SBB Group. The total agreed property value of the property companies that are thereby divested through the transfer of all shares in SocialCo amounts to approximately SEK 32 billion.
- The transfer of part of the Company's non-voting shares in PPI, which would have been obtained as a result of the completed Reinvestment, to APG. The purchase price for the transferred non-voting shares in PPI would amount to NOK 4,194,123,600, of which NOK 4,103,955,941 will be paid in cash and the remaining amount (corresponding to NOK 90,167,659) in 3,920,333 ordinary shares in PPI.
Given the size of SBB's shareholding in PPI, PPI is considered to be an associated company of SBB. SBB and PPI are therefore also considered to be related parties within the meaning of Chapter 16a of the Swedish Companies Act. Due to the size of APG's shareholding in SBB, SBB and APG are also considered to be related parties under Chapter 16a of the Swedish Companies Act.
In connection with the proposal, the Board of Directors of SBB has presented a detailed report regarding the transaction and obtained (i) a fairness opinion from the independent advisor KPMG, which was received by the Board of Directors of SBB in connection with the Transaction, (ii) a fairness opinion (a fairness opinion) from the independent advisor Citigroup, which was obtained by SBB's Board of Directors in connection with the Transaction, and (iii) a valuation opinion (a fairness opinion) from KPMG, which was obtained by SBB Holding's Board of Directors solely in relation to the transfer of SBB Holding Subsidiary to PPI.
The adopted resolution in its entirety, the board's report, and the fairness opinions are available on the Company's website.
Timeline
The Transaction is expected to be completed during the last quarter of 2025 or the first quarter of 2026.
For further information, please contact:
Helena Lindahl, CFO, ir@sbbnorden.se, press@sbbnorden.se
The information was submitted for publication, through the agency of the contact person set out above on 11 December 2025, at 13.00 CET.
About SBB
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is one of the Nordic region's leading real estate companies in the field of social infrastructure. The company's strategy is to own and manage public properties in the Nordic region and rent-regulated residential properties in Sweden on a long-term basis, as well as to conduct active property development work. Through SBB's strong social commitment, municipalities and other stakeholders find a long-term partner in the company. The company's B shares (symbol SBB B) and D shares (symbol SBB D) are traded on Nasdaq Stockholm. More information about SBB is available at www.sbbnorden.se.
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