SBB intends to convene a new Extraordinary General Meeting regarding the repurchase and redemption of its Class D shares
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The Board of Directors of Samhällsbyggnadsbolaget i Norden AB (publ) (the “Company” or “SBB”) intends to convene a new Extraordinary General Meeting, to be held after the publication of the Company's report for the third quarter of 2026 and no later than 10 December, to propose a repurchase offer followed by the redemption of all of the Company's Class D shares.
This follows the Extraordinary General Meeting held earlier today, 23 October 2026, at which the proposal to repurchase and redeem all Class D shares received overwhelming support through postal votes, representing 92 per cent of the total shares represented at the meeting.
Nevertheless, the proposal was not adopted by the Extraordinary General Meeting, as the special majority requirement of support from at least two-thirds of the Class D shares represented at the meeting was not met. Based on postal votes, the shares voted against the proposal represented only approximately 2 per cent of all outstanding shares in SBB. Only approximately 23 per cent of the outstanding Class D shares were represented in the vote. Based on postal votes, approximately 13 per cent of the total number of outstanding Class D shares were voted against the proposal. However, owing to the special majority requirement for the Class D shares, this was sufficient to block the proposal.
Following the meeting, the Board has evaluated the outcome and considers it appropriate to give shareholders another opportunity to consider a proposal for a repurchase offer followed by the redemption of all of the Company's Class D shares for the same consideration.
The Board's assessment remains unchanged
SBB has been through several very challenging years. The Board has worked resolutely to strengthen the Company, improve its financial position and create the conditions for new financing.
The challenge underlying the Board's original proposal remains. In the Board's assessment, the current Class D share structure limits SBB's financial flexibility, its ability to raise new equity and secure financing on competitive terms and, in the longer term, its ability to resume value transfers in the form of dividends to holders of ordinary shares of all classes.
“The Board's assessment remains unchanged. In the Board's view, eliminating the Class D shares is the best available option for SBB. It is the solution that most effectively strengthens the Company's financial flexibility, improves access to capital and creates the best conditions for long-term value creation for all shareholders,” says Lennart Sten, Chairman of the Board of SBB.
The outcome of the meeting demonstrates that the proposal has very broad support among the Company's shareholders and that it is therefore appropriate to give shareholders another opportunity to consider it. The Board wants as many Class D shareholders as possible to participate in the decision.
Same consideration with clearer payment timing for Class D shareholders
As with the previous proposal, the new proposal will offer cash consideration of SEK 7.94 per Class D share or 1.567 newly issued Class B shares in the Company. Based on the Class D share's closing price of SEK 6.15 on 23 October 2026, the cash consideration of SEK 7.94 represents a premium of 29 per cent.
The Board also intends to clarify the timing of payment for the repurchase and redemption. If the proposal is adopted at the new Extraordinary General Meeting and the other conditions are satisfied, the cash consideration will be paid on a date to be specified in the notice of the meeting.
The Board will issue notice of a new Extraordinary General Meeting
The Board intends to issue notice of an Extraordinary General Meeting as soon as possible. The meeting is intended to be held after the publication of the Company's report for the third quarter of 2026 and no later than 10 December 2026.
Only 23 per cent of the Class D shares were represented at the meeting on 23 October 2026. The Board therefore encourages all Class D shareholders to familiarise themselves with the proposal and exercise their voting rights, either by voting in advance or by attending the Extraordinary General Meeting.
The Board will continue to work resolutely to strengthen SBB's financial position, improve the Company's access to capital and create long-term value for all shareholders.
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