KlaraBo and SBB i Norden AB Portfolio Deal Clears Final Regulatory Hurdle as Sveafastigheter Merger Targets September 30 Registration

Sweden's Companies Registration Office, known as Bolagsverket, granted permission on September 7, 2026, to implement the joint merger plan between KlaraBo Sverige AB and Sveafastigheter AB (publ), clearing the final regulatory obstacle to a transaction that will reshape one of Sweden's largest listed residential property platforms. All regulatory permissions and approvals required to complete the merger have now been obtained, the companies announced.

The merger, in which Sveafastigheter will absorb KlaraBo as the surviving entity, is expected to be registered with Bolagsverket on September 30, 2026. The transaction is structurally tied to KlaraBo's acquisition of a residential property portfolio from SBB i Norden AB, a subsidiary of Samhällsbyggnadsbolaget i Norden AB (publ), a deal that adds approximately 4,100 apartments to the combined platform and pushes Sveafastigheter's total property value to roughly SEK 47 billion — an increase of approximately 60 percent.

Transaction Structure and Share Exchange

Under the statutory merger, KlaraBo shareholders will receive nine new Class A or Class B shares in Sveafastigheter for every 22 Class A or Class B shares held in KlaraBo, equivalent to approximately 0.4091 new Sveafastigheter shares per KlaraBo share.

The merger plan was first adopted by the boards of both companies on May 18, 2026, registered with Bolagsverket on May 20, 2026, and published in the Swedish Official Gazette on May 22, 2026. Extraordinary general meetings of both companies held on June 26, 2026, approved the merger plan and related conditional resolutions. The Swedish Competition Authority subsequently approved the merger, including the linked portfolio transaction. No creditor of KlaraBo opposed the application within the prescribed period following Bolagsverket's summons of July 3, 2026, enabling the registration office to grant permission on September 7.

As part of the merger, Sveafastigheter's share structure will be restructured. The existing Class C share class will be abolished and a new, unlisted Class A share class introduced. Existing ordinary shares will be redesignated as Class B shares and will continue to trade on Nasdaq Stockholm. The new Class A shares will carry 1.01 votes per share and Class B shares 1.00 vote per share, with otherwise identical rights. Registration of the amended articles of association is expected no later than September 14, 2026.

SBB i Norden AB Portfolio Acquisition: Scale and Consideration

The portfolio transaction, through which KlaraBo acquires all ordinary shares in the two companies owning the SBB residential portfolio from SBB i Norden AB, is expected to close on September 23, 2026. The SBB portfolio encompasses residential assets valued at approximately SEK 6.83 billion, comprising SBB Residential Property AB with an underlying property value of SEK 5.86 billion and additional residential properties within SBB Development valued at SEK 973 million. The approximately 4,100 apartments in the portfolio were already under management by Sveafastigheter prior to the transaction.

Consideration for the portfolio is paid entirely in equity: 32,600,001 Class A shares and 74,997,402 Class B shares in KlaraBo. Through the subsequent merger, SBB i Norden AB will receive 13,336,364 Class A shares and 30,680,755 Class B shares in Sveafastigheter. Additional merger consideration will be paid in respect of SBB's existing holding of Class B shares in KlaraBo.

In connection with the portfolio transaction closing, SBB will redeem outstanding preference shares in one of the companies owning the SBB portfolio. The redemption resolution was expected to be passed on September 7, 2026, with registration anticipated on September 18, 2026, and repayment on September 23, 2026. KlaraBo will fund the redemption amount for one of the companies through a loan from Sveafastigheter.

The newly issued consideration shares in KlaraBo are expected to be registered with Bolagsverket and admitted to trading on Nasdaq Stockholm on September 24, 2026, at which point an exemption document will be published. Because the consideration shares are issued after the record date for the extraordinary dividend, they do not carry entitlement to that payment.

Extraordinary Dividend and Financing Arrangements

KlaraBo's extraordinary general meeting approved an extraordinary dividend of SEK 1.40 per share as an integral component of the merger economics. The dividend was conditional upon Bolagsverket granting permission to implement the merger plan — a condition now fulfilled. KlaraBo's board of directors indicated on September 7, 2026, its intention to set the record date for the extraordinary dividend at September 18, 2026. KlaraBo shares are expected to trade excluding the right to the extraordinary dividend from September 17, 2026, with payment through Euroclear Sweden AB expected on September 23, 2026.

To fund the extraordinary dividend payment, KlaraBo will receive a cash loan from SBB in an amount equal to the total extraordinary dividend. KlaraBo will separately announce the record date by press release.

Remaining Conditions and Preliminary Timetable

Despite the regulatory clearance, several conditions must be satisfied before the merger can be registered. These include payment of the extraordinary dividend by KlaraBo, completion of the portfolio transaction and registration of the consideration shares with Bolagsverket, and Nasdaq Stockholm's admission of the Class B shares to be issued as merger consideration to trading.

Under the preliminary timetable, the last day of trading in KlaraBo's Class B shares on Nasdaq Stockholm is expected to be September 28, 2026, subject to the remaining conditions being met. Sveafastigheter intends to apply for merger registration on September 29, 2026. Upon registration on September 30, 2026, KlaraBo will be dissolved without entering liquidation and all of its assets and liabilities — including the SBB portfolio — will transfer to Sveafastigheter.

The record date with Euroclear for entitlement to merger consideration is expected to be October 1, 2026. Merger consideration is expected to be distributed on October 5, 2026, which is also expected to be the first day of trading in the newly issued Class B shares in Sveafastigheter on Nasdaq Stockholm. The merger consideration will be distributed automatically; no action is required from KlaraBo shareholders. Only whole shares in Sveafastigheter will be issued as merger consideration; fractional entitlements will be aggregated, sold through a financial institution, and proceeds distributed to entitled holders no later than ten banking days after such sale.

If the conditions are not met and the merger is not registered by December 31, 2026, the transaction will not proceed, in accordance with the merger plan. The boards of both companies reserve the right, by joint resolution, to waive conditions in whole or in part.

Provided the merger is registered on September 30, 2026, KlaraBo will be consolidated into Sveafastigheter's financial statements from that date, with KlaraBo's assets and liabilities included in the consolidated balance sheet as of September 30, 2026, and income and expenses included from the registration date. Erik Hävermark serves as CEO of Sveafastigheter.

All dates in the timetable are preliminary and subject to change. The companies have indicated they will announce any material changes by press release.