Notice of Extraordinary General Meeting in Samhällsbyggnadsbolaget i Norden AB (publ)
The shareholders of Samhällsbyggnadsbolaget i Norden AB (publ), Reg. No. 556981-7660, (”SBB”) are hereby given notice to attend the Extraordinary General Meeting on Wednesday 21 December 2022, at 10:00. The Extraordinary General Meeting will be held in the premises of Advokatfirman Vinge at Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Entrance and registration take place from 09:30.
Exercise of the right to vote
Shareholders who wish to exercise their voting rights at the Extraordinary General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on Tuesday 13 December 2022, and
- notify their intention to participate in the Extraordinary General Meeting according to the instructions under the heading "Notification of participation” no later than Thursday 15 December 2022.
To be entitled to participate in the meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of 13 December 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed no later than the second banking day after 13 December 2022 are taken into account when preparing the register of shareholders.
Notification of participation
Anyone wishing to attend the meeting must no later than Thursday 15 December 2022 give notice in one of the following ways:
- by post to Samhällsbyggnadsbolaget i Norden AB, ”Extraordinary General Meeting”, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden
- by e-mail to GeneralMeetingService@euroclear.com
- by phone, +46 8 402 90 46, weekdays at 09.00-16.00
When notifying, shareholders must state their name, personal or registration number, shareholding, address and telephone number and, where applicable, the number of assistants (maximum two).
Anyone who does not wish to attend in person may exercise their right at the meeting by proxy with a written, signed and dated power of attorney. A form of proxy is available on SBB’s website https://corporate.sbbnorden.se/en/section/corporate-governance/general-meetings/. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity must be attached.
To facilitate access to the meeting, proxies, registration certificates and other authorization
documents should be sent to SBB at the address Samhällsbyggnadsbolaget i Norden AB, ”Extraordinary General Meeting”, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden, no later than Thursday 15 December 2022.
Please note that notification of participation in the meeting must be made even if the
shareholder wishes to exercise his or her voting rights at the meeting through a proxy. A
submitted power of attorney does not apply as notification to the meeting.
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 distribution of all shares in Amasten Fastighets AB (publ); and
- Closing of the meeting.
Proposals for resolutions
Election of the chairman of the meeting (item 2)
The Board of Directors proposes that Rikard Lindahl, member of the Swedish Bar Association, Advokatfirman Vinge, is elected chairman of the meeting.
Resolution on distribution of all shares in Amasten Fastighets AB (publ) (item 7)
On 27 October 2022, it was announced that the Board of Directors of Samhällsbyggnadsbolaget i Norden AB (publ) (”SBB”) has decided to evaluate the feasibility of forming a new stand-alone company focused on residential properties.
The Board of Directors proposes that the Extraordinary General Meeting resolves that all SBB’s shares in the subsidiary Amasten Fastighets AB (publ), Reg. No. 556580-2526 (the ”Company”), including the underlying group, are distributed to SBB’s Class A and Class B shareholders, whereby ten (10) shares of ordinary Class A or ordinary Class B in SBB entitle to one (1) share in the Company. If a shareholder’s shareholding of Class A and/or Class B shares in SBB is not evenly dividable by ten (10), the fractions of shares, which the shareholder’s shareholding in SBB otherwise would entitle to, will be combined with all other shareholders’ fractions of shares into whole shares in the Company, which will be sold, when possible, on Nasdaq First North Premier Growth Market through Skandinaviska Enskilda Banken AB (publ). The proceeds from such sale, free of any commissions, will then be paid to such shareholders through the Euroclear system on a pro rata basis.
The Board of Directors further proposes that the Extraordinary General Meeting authorizes the Board of Directors to determine the record date for the right to receive shares in the Company. As previously announced, the intention is to list the shares in the Company on Nasdaq First North Premier Growth Market in the first quarter of 2023.
The value of the distribution of the shares in the Company is determined based on the book value at the time of the distribution of the shares to SBB’s Class A and Class B shareholders, applying current accounting principles. SBB estimates the book value at the time of the distribution to SEK 11,931,086,412, which is the total value proposed to be distributed.
Unrestricted equity per 31 December 2021 amounted to SEK 40,730,941,447. At the Annual General Meeting on 27 April 2022, it was resolved on a dividend to the shareholders amounting to SEK 2,307,199,115, and on a grant of SEK 50,000,000 to the UNHCR. The remaining disposable amount according to Chapter 17 Section 3 of the Swedish Companies Act following the resolutions on the Annual General Meeting is SEK 38,373,742,332.
An information brochure with further information regarding the distribution, the Company and SBB’s operations following the distribution will be published on or around 7 December 2022.
Miscellaneous
Number of shares and votes
The total amount of shares in SBB is 1,648,007,803, divided into 209,977,491 ordinary Class A shares, 1,244,164,407 ordinary Class B shares and 193,865,905 ordinary Class D shares. Ordinary Class A shares carry one vote while ordinary Class B shares and ordinary Class D shares carry 1/10 vote. The total number of votes in SBB is 353,780,522.2. This information pertains to the circumstances as per the time of issue of this notice. SBB does not hold any own shares.
Documents and further information
The Board of Directors’ statement according to Chapter 18 Section 4 of the Swedish Companies Act, the Board of Directors’ report and the auditor’s statement according to Chapter 18 Section 6 of the Swedish Companies Act are available on SBB’s website, https://corporate.sbbnorden.se/en/section/corporate-governance/general-meetings/ no later than three weeks before the Extraordinary General Meeting. The Annual Report and Sustainable Report 2021 including the auditor’s report are available on SBB’s website, https://corporate.sbbnorden.se/en/reports-and-presentations/. All documents are also available at SBB, at the address Samhällsbyggnadsbolaget i Norden AB, Strandvägen 1, SE‑114 51 Stockholm, Sweden. An information brochure with further information regarding the distribution, the Company and SBB’s operations following the distribution will be published on or around 7 December 2022. Copies of these documents can be sent to shareholders upon request and who provide their mail or email address.
The Board of Directors and the CEO shall, if requested by a shareholder and if the Board of Directors believes that it can be done without material harm to SBB, provide information regarding circumstances that may affect the assessment of a matter on the agenda.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm, November 2022
Samhällsbyggnadsbolaget i Norden AB (publ)
The Board of Directors
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, ilija@sbbnorden.se
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.