Notice of extraordinary general meeting in Samhällsbyggnadsbolaget i Norden AB (publ)
The shareholders of Samhällsbyggnadsbolaget i Norden AB (publ), reg. no. 556981-7660, (the “Company” or “SBB”) are hereby given notice to attend the extraordinary general meeting on Monday 7 December 2026, at 10:00 CET. The extraordinary general meeting will be held at Gernandt & Danielsson Advokatbyrå, Birger Jarlsgatan 5 in Stockholm, Sweden. Entrance and registration take place from 09:30 CET.
Right to participate in the extraordinary general meeting and notice of participation
Participation at the venue
A person who wishes to participate at the meeting venue in person or through a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Nordics AB relating to the circumstances on Friday 27 November 2026, and (ii) no later than Tuesday 1 December 2026 give notice by post to Samhällsbyggnadsbolaget i Norden AB, “Extraordinary general meeting”, c/o Euroclear Nordics AB, Box 191, SE-101 23 Stockholm, Sweden, via e-mail to GeneralMeetingService@euroclear.com, by BankID verification via Euroclear Nordics AB’s website www.euroclear.com/sweden/generalmeetings/, or by telephone +46 (0)8-402 90 46. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number as well as information about any proxy. For planning purposes, we kindly ask that the number of accompanying assistants (maximum of two) be specified in the notice.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.sbbnorden.se/en/. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration and other certificates of authority should be sent to the Company as set out above so that it is received no later than Friday 4 December 2026.
Participation by postal voting
A person who wishes to participate in the extraordinary general meeting by postal voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Nordics AB relating to the circumstances on Friday 27 November 2026, and (ii) no later than Tuesday 1 December 2026 give notice by casting its postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Nordics AB no later than on that day.
A person who wishes to participate at the meeting venue in person or through a proxy must give notice of this in accordance with what is set out under Participation at the venue above. This means that a notification by postal vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used for postal voting. The postal voting form is available on the Company’s website www.sbbnorden.se/en/. A completed and signed postal voting form may be submitted by post to Samhällsbyggnadsbolaget i Norden AB, “Extraordinary General Meeting”, c/o Euroclear Nordics AB, Box 191, SE-101 23 Stockholm, Sweden, via e-mail to GeneralMeetingService@euroclear.com. The completed and signed form shall be received by Euroclear Nordics AB not later than 1 December 2026. Shareholders who are natural persons may also cast their votes electronically through BankID verification via Euroclear Nordics AB’s website www.euroclear.com/sweden/generalmeetings/. The shareholder may not provide special instructions or conditions in the voting form. If this occurs, the postal vote is invalid in its entirety. Further instructions and conditions are included in the form for postal voting.
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the postal voting form. A proxy form is available on the Company’s website www.sbbnorden.se/en/. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the extraordinary general meeting in person or through a proxy, the postal vote is still valid except to the extent the shareholder participates in a voting procedure at the general meeting or otherwise withdraws its casted postal vote. If the shareholder chooses to participate in a voting at the general meeting, the vote cast will replace the postal vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register on Friday 27 November 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting rights registrations completed by the nominee not later than Tuesday 1 December 2026 are taken into account when preparing the share register.
Number of shares and votes
The total number of shares in the Company is 1,813,043,484, divided into 209,977,491 Class A shares (“A shares”), 1,409,200,088 Class B shares (“B shares”) and 193,865,905 Class D shares (“D shares”), corresponding to a total of 370,284,090.3 votes. A shares carry one vote and B shares and D shares carry one-tenth of a vote. The Company holds 44,657,779 own D shares. This information pertains to the circumstances at the time this notice is issued.
Proposed agenda
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Resolution on approval of the transfer of shares in Preservium Property AB to PPI Public Property Invest AB (publ)
- Resolution on approval of the transfer of shares in Origa Care AB (publ) and One Publicus Fastighets AB, respectively, to PPI Public Property Invest AB (publ)
- Resolution regarding:
- reduction of the share capital by cancellation of the Company’s own D shares;
- increase of the share capital through a bonus issue simultaneously with the cancellation of the Company’s own D shares;
- acquisition of own D shares;
- authorisation for the board of directors to resolve on a new issue of B shares with payment through set-off;
- reduction of the share capital through the redemption of D shares; and
- increase of the share capital through a bonus issue simultaneously with the redemption of D shares
- Closing of the meeting
Proposals for resolutions
Election of the chairman of the meeting (item 2)
The Nomination Committee proposes that Fredrik Palm, member of the Swedish Bar Association active at Gernandt & Danielsson Advokatbyrå, is elected chairman of the meeting.
Resolution on approval of the transfer of shares in Preservium Property AB to PPI Public Property Invest AB (publ) (item 7)
On 29 September 2026, PPI Public Property Invest AB (publ), reg. no. 559547-5061, (“PPI”) announced a public offer to the shareholders of Preservium Property AB, reg. no. 559323-9733, (“Preservium”) to acquire all common shares in Preservium. The common shares in Preservium are admitted to trading on Spotlight Stock Market and on 30 September 2026 PPI announced that the consideration in the offer had been increased (the “Preservium Offer”).
SBB holds, directly or indirectly, 1,607,061 common shares in Preservium, corresponding to approximately 35 per cent of the outstanding shares and votes in Preservium. SBB has stated that it is positive to the Preservium Offer, but has not entered into any undertaking, or other arrangement, to accept the Preservium Offer. SBB’s ability to accept the Preservium Offer is contingent upon, among other things, a resolution at a general meeting of SBB. Completion of the Preservium Offer by PPI is conditional upon, inter alia, the general meeting of PPI resolving on the necessary resolutions regarding PPI being permitted to acquire the shares that SBB holds, directly or indirectly, in Preservium within the scope of the Preservium Offer (SBB’s transfer, directly or through subsidiaries, of such shares is hereinafter referred to as the “Preservium Transaction”).
Pursuant to Chapter 16 a of the Swedish Companies Act, material transactions between a public limited liability company whose shares are admitted to trading on a regulated market and its related parties shall be submitted to the general meeting for approval (with certain exceptions). PPI is considered a related party to SBB pursuant to Chapter 16 a, Section 3 of the Swedish Companies Act. The Preservium Transaction is therefore conditional upon, inter alia, approval by the extraordinary general meeting of SBB. In addition, completion of the Preservium Offer is conditional upon, inter alia, the necessary approvals from authorities, including from the Swedish Inspectorate of Strategic Products.
The board of directors of SBB has submitted a statement in connection with the proposal above regarding the Preservium Transaction, which will be made available no later than three weeks before the meeting as set out below.
In view of the above, and taking into account the board of directors’ statement, the board of directors proposes that the extraordinary general meeting approves the Preservium Transaction.
A valid resolution under this item 7 requires that the resolution is supported by shareholders representing more than half of the votes cast. Shares held by companies within the same group as PPI, and shares held by Aker ASA or companies within the same group as Aker ASA, will, in accordance with generally accepted practice in the stock market, not be taken into account at the voting.
Resolution on approval of the transfer of shares in Origa Care AB (publ) and One Publicus Fastighets AB, respectively, to PPI Public Property Invest AB (publ) (item 8)
On 29 September 2026, PPI announced its intention to make two separate and independent public takeover offers to the shareholders of Origa Care AB (publ), reg. no. 559170-6030, (“Origa Care”) and One Publicus Fastighets AB, reg. no. 559083-3934, (“One Publicus”), respectively, to acquire all shares in each company and, on 14 October 2026, made binding offers to the shareholders of Origa Care and One Publicus, respectively (the “Origa Care Offer” and the “One Publicus Offer”, respectively, and jointly the “Offers”). The consideration in the Origa Care Offer corresponds to EUR 9 per share in Origa Care and the consideration in the One Publicus Offer corresponds to SEK 110 per share in One Publicus. The consideration in each Offer consists of 70 per cent newly issued common shares in PPI, issued at a subscription price of SEK 25.67 per share, and 30 per cent cash. Upon full acceptance of the Origa Care Offer, the consideration would amount to approximately SEK 78.1 million in cash and approximately SEK 182.1 million in the form of approximately 7,095,344 newly issued common shares in PPI. Upon full acceptance of the One Publicus Offer, the consideration would amount to approximately SEK 54.5 million in cash and approximately SEK 127.3 million in the form of approximately 4,957,636 newly issued common shares in PPI.
PPI holds, through its wholly-owned subsidiary PPI Sverige AB, reg. no. 559515-3387, (“PPI Sverige”) 10,000 shares in Origa Care, corresponding to approximately 0.3 per cent of the shares and votes in Origa Care, and 942,740 shares in One Publicus, corresponding to approximately 36.3 per cent of the shares and votes in One Publicus.
SBB holds, directly or indirectly, 870,655 shares in Origa Care, corresponding to approximately 34.0 per cent of the outstanding shares and votes in Origa Care, and 810,470 shares in One Publicus, corresponding to approximately 31.2 per cent of the outstanding shares and votes in One Publicus. SBB’s ability to accept the Offers is subject to, inter alia, a resolution at a general meeting of SBB. Completion of each Offer by PPI is conditional upon, inter alia, a general meeting of PPI adopting the necessary resolutions to permit PPI to acquire the shares in Origa Care and One Publicus, respectively, held, directly or indirectly, by SBB within the framework of each Offer (SBB’s transfer, directly or through subsidiaries, of such shares in Origa Care is hereinafter referred to as the “Origa Care Transaction” and SBB’s transfer, directly or through subsidiaries, of such shares in One Publicus is hereinafter referred to as the “One Publicus Transaction”). PPI intends to complete the One Publicus Offer through PPI Sverige, and the Origa Care Offer through PPI Finland Holding AB, reg. no. 559442-1819, both of which are wholly-owned subsidiaries of PPI.
As set out under item 7 above, PPI is considered a related party to SBB pursuant to Chapter 16 a, Section 3 of the Swedish Companies Act. The Origa Care Transaction and the One Publicus Transaction are therefore conditional upon, inter alia, approval by the extraordinary general meeting of SBB.
The board of directors of SBB has submitted a statement in connection with the proposal above regarding the Origa Care Transaction and the One Publicus Transaction, which will be made available no later than three weeks before the meeting as set out below.
In view of the above, and taking into account the board of directors’ statement, the board of directors proposes that the extraordinary general meeting approves the Origa Care Transaction and the One Publicus Transaction.
It is proposed that the general meeting adopts separate resolutions regarding the Origa Care Transaction and the One Publicus Transaction, respectively, which are not conditional upon each other.
Valid resolutions under this item 8 require that each resolution is supported by shareholders representing more than half of the votes cast. Shares held by companies within the same group as PPI, and shares held by Aker ASA or companies within the same group as Aker ASA, will, in accordance with generally accepted practice in the stock market, not be taken into account at the respective voting.
Resolution regarding (a) reduction of the share capital by cancellation of the Company’s own D shares, (b) increase of the share capital through a bonus issue simultaneously with the cancellation of the Company’s own D shares, (c) acquisition of own D shares, (d) authorisation for the board of directors to resolve on a new issue of B shares with payment through set-off, (e) reduction of the share capital through the redemption of D shares and (f) increase of the share capital through a bonus issue simultaneously with the redemption of D shares (item 9)
Background
As announced by SBB in a press release on 15 September 2026, the board of directors has proposed to carry out a buy-back and subsequent redemption of the Company’s D shares as part of its efforts to unlock value for all shareholders, regardless of share class. The proposal was not adopted by the extraordinary general meeting held on 23 October 2026, despite the support, by way of postal votes, of 92 per cent of the total shares represented at the meeting, as two-thirds (2/3) of all D shares represented at the meeting did not vote in favour of the proposal.
The board of directors is of the view that the shareholders should be given the opportunity to reconsider the proposal regarding the buy-back offer and the subsequent redemption of all of the Company’s D shares with the same consideration. This new proposal includes a clear timetable for the implementation of the various steps and the payment of the consideration.
The D shares differ from preference shares, as preference shares carry a preferential right to dividends. The D share is an ordinary share that, if a dividend is resolved upon by the general meeting, entitles the holder to a dividend in relation to the dividend on the Company’s A and B shares. D shares are entitled to five (5) times the total dividend on A and B shares. In addition, a dividend restriction limits the dividend per D share to a maximum of SEK two (2) per share per year. If the dividend per D share falls below SEK two (2) per year, the dividend restriction is raised accordingly going forward until the surplus has been distributed, after which it reverts to SEK two (2). The dividend restriction thus constitutes a limit on the maximum dividend per D share, but does not represent any accrued coupon interest or dividend entitlement.
The dividend on the D shares is thus always a function of the dividend on the A shares and the B shares, and considering the current dividend restriction, the dividend entitlement of the D shares (following the end of the third quarter of 2026) may be summarised as follows: the D shares are entitled to five (5) times the total dividend on A and B shares, subject to a maximum of SEK five (5) per share per year (until the surplus above the ordinary dividend restriction has been distributed, after which it reverts to a maximum of SEK two (2) per share per year). If no dividend is resolved on the Company's A and B shares, the D shares are not entitled to any dividend.
The board of directors still considers that the proposal – which entails the complete phasing out of the D shares as a class through the Buy-back Offer (as defined below) and the subsequent mandatory redemption – is the best available option for permanently restoring the Company’s fundamental ability to raise capital through a simpler capital structure, offering the market an attractive listed share class, and creating and realising shareholder value. This simplified share capital structure benefits all shareholders, including holders of D shares, who are given the opportunity to, at a premium to the current share price, either receive cash consideration or continue to participate in the Company’s future value creation by switching to B shares.
All resolution items under this item 9 are conditional upon one another, and the board of directors proposes that the meeting’s resolution under this item 9 be adopted as a combined resolution. A valid resolution under this item 9 therefore requires the majority prescribed by Chapter 20, Section 5 of the Swedish Companies Act. This means that approval of the proposals requires the support of a majority comprising (i) two-thirds (2/3) of all votes and shares represented at the meeting, and (ii) two-thirds (2/3) of all D shares represented at the meeting.
The distributable amount available to the meeting amounts to SEK 13,339,369,333. The resolutions below will result in a reduction of the distributable amount of at most SEK 1,204,475,912.42042.
(a) Reduction of the share capital by cancellation of the Company’s own D shares
The board of directors proposes that the meeting resolves that the Company’s share capital be reduced by SEK 4,465,777.9 by cancellation of all 44,657,779 D shares already held by the Company. The purpose of the reduction is for allocation to unrestricted shareholders’ equity.
The reduction of the share capital may be carried out without authorisation from the Swedish Companies Registration Office or, in disputed cases, a general court, as the Company is simultaneously carrying out a bonus issue under item (b) in an amount corresponding to the reduction of the share capital as set out above. Collectively, these measures mean that neither the Company’s restricted shareholders’ equity nor its share capital is reduced.
The proposal is supplemented by a report pursuant to Chapter 20, Section 12, third item of the Swedish Companies Act, an auditor’s statement pursuant to Chapter 20, Section 12, fourth item of the Swedish Companies Act, a report pursuant to Chapter 20, Section 13 of the Swedish Companies Act and an auditor’s statement pursuant to Chapter 20, Section 14 of the Swedish Companies Act.
(b) Increase of the share capital through a bonus issue simultaneously with the cancellation of the Company’s own D shares
In order to restore the share capital following the proposed reduction of the share capital under item (a), the board of directors proposes that the meeting simultaneously resolves that the Company’s share capital be increased through a bonus issue of SEK 4,465,777.9 by transferring SEK 4,465,777.9 from the Company’s unrestricted shareholders’ equity. No new shares will be issued in connection with the increase of the share capital. Following the bonus issue, the Company’s share capital will amount to SEK 181,304,348.4 and the quota value of each share will change from SEK 0.1 to approximately SEK 0.102525.
The proposal is supplemented by a report pursuant to Chapter 12, Section 7, third item of the Swedish Companies Act and an auditor’s statement pursuant to Chapter 12, Section 7, fourth item of the Swedish Companies Act.
(c) Acquisition of own D shares
The board of directors proposes that the meeting resolves to offer the D shareholders to sell up to all of the outstanding 149,208,126 D shares to the Company (the “Buy-back Offer”). Through the Buy-back Offer, D shareholders are offered, as consideration, either to (i) receive a promissory note that for each D share entitles to set-off against 1.567 newly issued B shares or (ii) receive a one-off cash payment of SEK 7.94 per D share, which corresponds to a premium of (i) 29.11 per cent relative to the closing price of the D share on Nasdaq Stockholm on 23 October 2026, which was the day the intention to convene a new extraordinary general meeting was announced, (ii) 45.42 per cent relative to the closing price of the D share on Nasdaq Stockholm on 14 September 2026, which was the day before the Buy-back Offer was initially announced, and (iii) 33.47 per cent relative to the volume-weighted average price of the D share over the last 20 trading days (SEK 5.95) before the initial announcement. The cash consideration also exceeds the 2‑year volume-weighted average price (SEK 7.75) before the initial announcement and the price under SBB’s share buy-back programme in June 2024 (SEK 7.87).
The Buy-back Offer shall be implemented as soon as possible after cancellation of the Company’s own D shares under item (a) and the bonus issue under item (b) have been carried out, but no later than 7 January 2027. The board of directors therefore proposes that the board of directors be authorised to determine the application period, which shall close no later than 28 December 2026, and the timing for implementation of the Buy-back Offer, which shall take place no later than 7 January 2027.
The purpose of the Buy-back Offer, together with the subsequent mandatory redemption under item (e), is to permanently restore the Company’s fundamental ability to raise capital through a simpler capital structure, offer the market an attractive listed share class, and create and realise shareholder value.
The proposal is supplemented by a reasoned statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act, a report pursuant to Chapter 19, Section 24, third item of the Swedish Companies Act and an auditor’s statement pursuant to Chapter 19, Section 24, fourth item of the Swedish Companies Act.
(d) Authorisation for the board of directors to resolve on a new issue of B shares with payment through set-off
The board of directors proposes that the meeting resolves to authorise the board of directors to, on one or more occasions no later than 7 January 2027, resolve on a new issue of B shares. Subscribed B shares must be paid for through set-off. The authorisation shall be limited so that the board of directors may not resolve on issues of B shares for any purpose other than to offer B shares as consideration under the Buy-back Offer. If the board of directors resolves on a new issue of B shares with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to enable set-off of promissory notes issued under the Buy-back Offer.
(e) Reduction of the share capital through the redemption of D shares
The board of directors proposes that the meeting resolves that the Company’s share capital be reduced by SEK 15,297,614.0804164 (taking into account the quota value following the bonus issue under item (b) (approximately SEK 0.102525)) through a mandatory cancellation (redemption) of all 149,208,126 D shares not cancelled under item (a). The redemption will be carried out as soon as possible after (i) cancellation of the Company’s own D shares under item (a) and the bonus issue under item (b) have been carried out, and (ii) the Buy-back Offer under item (c) has been implemented. The purpose of the reduction is repayment to shareholders and, to the extent the reduction of the share capital is made through cancellation of the Company’s own shares, allocation to unrestricted shareholders’ equity.
A redemption amount of SEK 7.94 will be paid for each share cancelled. However, cancelled shares held by the Company will be cancelled without repayment. The repayment per share exceeds the quota value of the share following the bonus issue under item (b) (approximately SEK 0.102525) by approximately SEK 7.837475.
It is proposed that the board of directors be authorised to determine the record date for redemption of all D shares cancelled under this item to no later than 12 January 2027. Payment of the redemption amount will be made three (3) banking days after the determined record date.
The reduction of the share capital may be carried out without authorisation from the Swedish Companies Registration Office or, in disputed cases, a general court, as the Company is simultaneously carrying out a bonus issue under item (f) in an amount corresponding to the reduction of the share capital as set out above. Collectively, these measures mean that neither the Company’s restricted shareholders’ equity nor its share capital is reduced.
The proposal is supplemented by a reasoned statement pursuant to Chapter 20, Section 8, first paragraph of the Swedish Companies Act, an auditor’s statement pursuant to Chapter 20, Section 8, second paragraph of the Swedish Companies Act, a report pursuant to Chapter 20, Section 12, third item of the Swedish Companies Act, an auditor’s statement pursuant to Chapter 20, Section 12, fourth item of the Swedish Companies Act, a report pursuant to Chapter 20, Section 13 of the Swedish Companies Act and an auditor’s statement pursuant to Chapter 20, Section 14 of the Swedish Companies Act.
(f) Increase of the share capital through a bonus issue simultaneously with the redemption of D shares
In order to restore the share capital following the proposed reduction of the share capital under item (e), the board of directors proposes that the meeting simultaneously resolves that the Company’s share capital be increased through a bonus issue of SEK 15,297,614.0804164 by transferring SEK 15,297,614.0804164 from the Company’s unrestricted shareholders’ equity. No new shares will be issued in connection with the increase of the share capital. Following the bonus issue, the Company’s share capital will amount to SEK 181,304,348.4 (disregarding any new issue of B shares made on the basis of the issue authorisation under item (d)) and the quota value of each share will change from approximately SEK 0.102525 (the quota value following the bonus issue under item (b)) to approximately SEK 0.111973.
The proposal is supplemented by a report pursuant to Chapter 12, Section 7, third item of the Swedish Companies Act and an auditor’s statement pursuant to Chapter 12, Section 7, fourth item of the Swedish Companies Act.
Other information
Documents and further information
Documents, including relevant documents pursuant to the Swedish Companies Act, will be available at the Company’s website, www.sbbnorden.se/en/, no later than three weeks before the extraordinary general meeting. The documents will also be available at the Company, at the address Samhällsbyggnadsbolaget i Norden AB, Strandvägen 1, SE-114 51 Stockholm, Sweden. Copies of these documents will also be sent, free of charge, to shareholders upon request and notification of postal address.
The Company obtained, with respect to the transaction structure and resolution procedure announced on 15 September 2026, a statement from the Swedish Securities Council (2026:45) in which the Swedish Securities Council stated that the transaction structure and resolution procedure were consistent with generally accepted practice in the Swedish securities market. The transaction structure and resolution procedure in item 9 is the same as the previous transaction structure and resolution procedure.
Shareholders are reminded of the right to, at the extraordinary general meeting, ask questions to the board of directors and the chief executive officer in accordance with Chapter 7, Sections 32 and 57 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed due to the general meeting, please see the website of Euroclear Nordics AB (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
If you have questions regarding our processing of personal data, you can contact us by emailing gdpr@sbbnorden.se. The board of directors of Samhällsbyggnadsbolaget i Norden AB (publ) has its registered office in Stockholm.
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This is an in-house translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish version shall prevail.
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Stockholm, November 2026
Samhällsbyggnadsbolaget i Norden AB (publ)
The board of directors
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