Communiqué from the Extraordinary General Meeting of Samhällsbyggnadsbolaget i Norden AB (publ)

At the Extraordinary General Meeting of Samhällsbyggnadsbolaget i Norden AB (publ) on March 27, 2024, the following decisions were made.

Resolution on a warrant program

The General Meeting resolved in accordance with the Board of Directors proposal to carry out a private placement in respect of not more than 15,000,000 warrants, entailing an increase in the share capital of not more than SEK 1,500,000 if the private placement is fully allocated. The right to subscribe for the warrants, with derogation from the shareholders’ pre-emption rights, shall vest in the company, with right and obligation to transfer the warrants to present and future employees in the company or its subsidiaries.

The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive program through which present and future employees in the company or its subsidiaries shall be able to become long-term owners and participate in and work for a positive growth of value of the company’s share for the period that the program covers, and to ensure that the company or its subsidiaries can keep and recruit qualified and motivated personnel.

Each warrant entitles the holder to subscribe for one new class B share in the company. The warrants may be exercised for subscription of new shares during the period commencing on April 1, 2027, up to and including April 30, 2027. The subscription price per share shall correspond to 140 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for class B shares in the company during the ten trading days immediately following March 27, 2024.

The right to acquire warrants from the company shall vest in two categories of present and future employees in the company or its subsidiaries in accordance with the table below. Initially, each participant will be offered to acquire warrants in accordance with the table set out below. Any remaining warrants may be allotted to other participants pro rata, based on their acquisition of warrants. However, such allotment may at most result in that the maximum number of warrants per participant within a certain category is exceeded by fifty (50) percent.

The warrants shall be transferred on market terms at a price (premium) that is determined based on a calculated market value for the warrants using the Black & Scholes valuation model. The value of warrants has been preliminarily calculated to SEK 1.2053 per warrant based on a share price of SEK 3.7115 (corresponding to the closing price of class B shares on February 28, 2024), a subscription price of SEK 5.1961 per share, a term of approximately 3 years, a risk-free interest rate of approximately 2.7 percent, and a volatility of 60 percent.

The preliminary calculation above assumes that all dividends paid to shareholders during the term of the warrants are fully compensated for by recalculation. The final valuation of the warrants takes place in connection with the participant’s acquisition of the warrants and will be based on market conditions at that time.

Application for acquisition of warrants must be made no later than on April 12, 2024. However, the Board of Directors has the right to extend the time for application for acquisition. Payment for the acquired warrants must be made at the latest in connection with the application for acquisition. However, the Board of Directors has the right to extend the time for payment.

Based on the number of shares and votes outstanding in the company, the warrant program implies, upon exercise of all 15,000,000 warrants, a full dilution corresponding to approximately 0.90 percent of the total number of shares and approximately 0.42  percent of the total number of votes outstanding in the company.

For further information, please contact:
Helena Lindahl, Treasury Director and IR, ir@sbbnorden.se

The information was submitted for publication, through the agency of the contact person set out above on March 27, 2024, at 15.15 CET.

Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is the Nordic region’s leading property company in social infrastructure. The Company’s strategy is to long term own and manage social infrastructure properties in the Nordics and rent regulated residential properties in Sweden, and to actively work with property development. Through SBB’s commitment and engagement in community participation and social responsibility, municipalities and other stakeholders find the Company an attractive long-term partner. The Company’s series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. Further information about SBB is available at www.sbbnorden.se.