The Swedish Companies Registration Office has granted permission to implement the merger plan – the merger between KlaraBo and Sveafastigheter is expected to be registered on 30 September 2026

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On 18 May 2026, KlaraBo Sverige AB (“KlaraBo”) and Sveafastigheter AB (publ) (“Sveafastigheter”) announced that the boards of directors of KlaraBo and Sveafastigheter had adopted a joint merger plan (the “Merger Plan”) to combine the companies through a statutory merger, with Sveafastigheter as the surviving entity (the “Merger”). The Swedish Companies Registration Office (Sw. Bolagsverket) has today, on 7 September 2026, granted permission to implement the Merger Plan. Accordingly, all regulatory permissions and approvals required to complete the Merger have been obtained.

Before the Merger can be registered with the Swedish Companies Registration Office, a number of measures constituting conditions for completion of the Merger remain to be carried out, principally (i) payment of the extraordinary dividend of SEK 1.40 per share in KlaraBo (the “Extraordinary Dividend”) and (ii) completion of KlaraBo’s acquisition of the property portfolio from SBB i Norden AB, a subsidiary of Samhällsbyggnadsbolaget i Norden AB (publ) (including subsidiaries, “SBB”) (the “Portfolio Transaction” and the “SBB Portfolio”, respectively), including registration of the shares in KlaraBo constituting the consideration in the Portfolio Transaction (the “Consideration Shares”).

According to the preliminary timetable, the record date for the Extraordinary Dividend is expected to be on 18 September 2026, the Portfolio Transaction is expected to be completed on 23 September 2026 and the Merger is expected to be registered with the Swedish Companies Registration Office on 30 September 2026. The last day of trading in KlaraBo’s Class B shares on Nasdaq Stockholm is expected – once the other relevant conditions for the Merger have been satisfied – to be on 28 September 2026 (and KlaraBo and Sveafastigheter will confirm the final last day of trading by way of a press release once those conditions have been satisfied). The merger consideration is expected to be distributed, and the new Class B shares in Sveafastigheter are expected to be admitted to trading, on 5 October 2026. All dates are preliminary and may be subject to change.

Background

On 18 May 2026, the boards of directors of KlaraBo and Sveafastigheter adopted the joint Merger Plan, pursuant to which the companies combine through Sveafastigheter absorbing KlaraBo. KlaraBo’s shareholders receive nine (9) new Class A or Class B shares in Sveafastigheter for every twenty-two (22) Class A or Class B shares held in KlaraBo, corresponding to approximately 0.4091 new shares in Sveafastigheter for each share in KlaraBo.

The Merger Plan was registered with the Swedish Companies Registration Office on 20 May 2026 and published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) on 22 May 2026. Extraordinary general meetings in KlaraBo and Sveafastigheter were held on 26 June 2026, at which the Merger Plan and the ancillary conditional resolutions were approved. The Swedish Competition Authority (Sw. Konkurrensverket) has approved the Merger (including the Portfolio Transaction). KlaraBo’s known creditors were notified of the Merger on 26 June 2026 and the application for permission to implement the Merger Plan was filed with the Swedish Companies Registration Office on 29 June 2026. The Swedish Companies Registration Office summoned KlaraBo’s creditors on 3 July 2026 and, as no creditor opposed the application within the prescribed period, the Swedish Companies Registration Office has today granted permission to implement the Merger Plan.

Upcoming events prior to completion of the Merger

Share restructuring in Sveafastigheter

As part of the Merger, the extraordinary general meeting of Sveafastigheter has resolved on a restructuring of Sveafastigheter’s share structure through an amendment of the articles of association. The amendment entails that the existing share class of Class C shares is abolished and that a new class of shares, Class A shares, is introduced. The now existing ordinary shares in Sveafastigheter will in connection therewith be called Class B shares and will continue to be listed on Nasdaq Stockholm, whereas the Class A shares are not intended to be listed. The new Class A shares will carry 1.01 votes per share and the Class B shares will carry 1.00 vote per share, and will otherwise carry the same rights. Registration of the amended articles of association with the Swedish Companies Registration Office is expected to take place no later than 14 September 2026.

The Extraordinary Dividend

The extraordinary general meeting of KlaraBo has resolved on the Extraordinary Dividend of SEK 1.40 per share in KlaraBo and authorised the board of directors to determine the record date for the Extraordinary Dividend. The Extraordinary Dividend is an integral part of the Merger and has been conditional upon, among other things, the Swedish Companies Registration Office granting permission to implement the Merger Plan, which has now been fulfilled. In light of the decision by the Swedish Companies Registration Office, KlaraBo’s board of directors today, on 7 September 2026, intends to determine the record date for the Extraordinary Dividend to be 18 September 2026, whereby KlaraBo’s shares are expected to trade excluding the right to the Extraordinary Dividend as from 17 September 2026 and payment through Euroclear Sweden AB (“Euroclear”) is expected to take place on 23 September 2026. KlaraBo will announce the record date by way of a separate press release. To make the payment of the Extraordinary Dividend, KlaraBo will receive a cash loan from SBB in an amount equal to the total Extraordinary Dividend.

The Portfolio Transaction

The Portfolio Transaction, pursuant to which KlaraBo acquires all ordinary shares in the two companies owning the SBB Portfolio against consideration in the form of 32,600,001 Class A shares and 74,997,402 Class B shares in KlaraBo, is expected to be completed on 23 September 2026 in accordance with the share purchase agreement. In connection with completion of the Portfolio Transaction, SBB will redeem outstanding preference shares in one of the companies owning the SBB Portfolio. The resolution on redemption is expected to be passed today on 7 September 2026, the redemption is expected to be registered with the Swedish Companies Registration Office on 18 September 2026 and the preference shares are expected to be repaid on 23 September 2026. KlaraBo will pay the redemption amount for one of the companies and will, for this purpose, receive a loan in the corresponding amount from Sveafastigheter.

The Consideration Shares are expected to be registered with the Swedish Companies Registration Office and admitted to trading on Nasdaq Stockholm on 24 September 2026, whereby an exemption document regarding the Consideration Shares will be published on the same day. The Consideration Shares entitle to merger consideration in accordance with the exchange ratio in the Merger, whereby SBB will receive 13,336,364 Class A shares and 30,680,755 Class B shares in Sveafastigheter through the Merger. In addition thereto, merger consideration will be paid in respect of SBB’s existing holding of Class B shares in KlaraBo.

The issue of the Consideration Shares is carried out after the record date for the Extraordinary Dividend. Consequently, the Consideration Shares do not entitle the holder to the Extraordinary Dividend.

Registration of the Merger and last day of trading in KlaraBo’s shares

Once the Extraordinary Dividend has been paid out and the Portfolio Transaction has been completed, Sveafastigheter intends to apply, on 29 September 2026, for registration of the Merger with the Swedish Companies Registration Office. The Merger is expected to be registered on 30 September 2026, whereby the Merger will take final legal effect, KlaraBo will be dissolved without going into liquidation and all of KlaraBo’s assets and liabilities, including the SBB Portfolio, will be transferred to Sveafastigheter.

The last day of trading in KlaraBo’s Class B shares on Nasdaq Stockholm is expected – once the other relevant conditions for the Merger have been satisfied – to be 28 September 2026. KlaraBo and Sveafastigheter will announce the last day of trading and other relevant dates by way of a separate press release, which is expected to take place on 24 September 2026.

The merger consideration

Shareholders registered in the share register of KlaraBo on the date of registration of the Merger with the Swedish Companies Registration Office will be entitled to receive the merger consideration. The record date with Euroclear for entitlement to the merger consideration is expected to be 1 October 2026. The merger consideration will be accounted for by Euroclear registering the number of shares in Sveafastigheter on the securities account of each duly entitled person, while the shareholding in KlaraBo of such persons will be deregistered from the same account. Thus, the merger consideration will be distributed automatically and no actions will be required from the shareholders of KlaraBo. The merger consideration is expected to be distributed on 5 October 2026, which is also expected to be the first day of trading in the newly issued Class B shares in Sveafastigheter on Nasdaq Stockholm.

Only whole shares in Sveafastigheter will be paid as merger consideration. Fractions of shares will be aggregated and sold through a financial institution as soon as possible after the registration of the Merger with the Swedish Companies Registration Office, whereafter the proceeds from the sale will be paid out to those entitled to them in proportion to the value of the fractions held immediately prior to the sale, no later than ten (10) banking days after such sale.

Trading in Sveafastigheter’s share continues as usual and will not be affected by the merger process.

Remaining conditions for completion of the Merger

In addition to the permission of the Swedish Companies Registration Office to implement the Merger Plan, which has been obtained today, completion of the Merger remains conditional upon, among other things:

• that the Extraordinary Dividend has been paid out by KlaraBo;
• that the Portfolio Transaction is completed and the Consideration Shares are registered with the Swedish Companies Registration Office; and
• Nasdaq Stockholm having admitted the Class B shares to be issued as merger consideration to trading.

Each of the boards of directors of KlaraBo and Sveafastigheter reserves the right, by joint resolution, to waive in whole or in part the conditions in accordance with what is set out in the Merger Plan. If the conditions have not been met and the registration of the Merger with the Swedish Companies Registration Office has not taken place by 31 December 2026, the Merger will not be implemented, in accordance with what is further set out in the Merger Plan.

Preliminary timetable

All dates are preliminary and may be subject to change. KlaraBo and Sveafastigheter will announce any material changes to the timetable.

Further information

Provided that the Merger is registered with the Swedish Companies Registration Office on 30 September 2026, KlaraBo will be included in Sveafastigheter’s consolidated financial statements from the date of registration of the Merger. This means that KlaraBo’s assets and liabilities will be included in the consolidated balance sheet as of 30 September 2026, while income and expenses will be included from and including the date of registration. Further information about the Merger is available on KlaraBo’s website, www.klarabo.se.

Important information

For the purposes of this disclaimer, “this press release” means this document, its contents or any part of it, any oral presentation, any question-and-answer session and any written or oral materials discussed or distributed therein.

This press release may not be made public, published or distributed, either directly or indirectly, in or into the United States of America, Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, Switzerland and South Africa, or any other jurisdiction where such action, in whole or in part, would be subject to legal restrictions or would require additional information documents, registration, or other measures beyond those required by Swedish law. The information in this press release may not be forwarded or reproduced in a manner that is inconsistent with such restrictions or would entail such requirements. Any violation of these instructions may constitute a breach of applicable securities laws.

This press release does not constitute a merger document within the meaning of article 1(4)(g) and article 1(5)(f) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the “Prospectus Regulation”), a prospectus under the Prospectus Regulation or a prospectus under any other prospectus regulation (including, without limitation, the Swiss Financial Services Act) or an offer document within the meaning of the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM issued by the Swedish Stock Market Self-Regulation Committee. This press release does neither constitute a notice to a general meeting.

This press release shall not constitute an offer to sell or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to make any investment decision, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any decision with respect to the proposed statutory merger of KlaraBo and Sveafastigheter in accordance with the Swedish Companies Act should be made solely on the basis of information to be contained in the actual notices to the general meetings of KlaraBo and Sveafastigheter, as applicable, and the merger document related to the Merger as well as on an independent analysis of the information contained therein. You should consult the merger document for more complete information about the Merger, and perform an independent analysis of the information contained therein when making any investment decision.

No shares in KlaraBo, Sveafastigheter or the combined company have been or will be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the relevant securities laws and regulations of any state or other jurisdiction of the United States. Neither the U.S. Securities and Exchange Commission nor any equivalent state-level authority has approved shares in KlaraBo, Sveafastigheter or the combined company or determined whether this document is accurate or complete. Any petition to the contrary is a crime in the United States. Shares in the combined company may not be offered, sold or delivered in the United States except in compliance with an exemption from the registration requirements of the Securities Act or through a transaction that is not subject to the registration requirements under the Securities Act. Shares in the combined company are not and may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act and no application has been or will be made to admit the shares in the combined company to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release contains forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of each respective company or the combined company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Although managements of each respective company believe that their expectations reflected in the forward-looking statements are reasonable based on information currently available to them, no assurance is given that such forward-looking statements will prove to have been correct. You should not place undue reliance on forward-looking statements. They speak only as at the date of this press release and neither KlaraBo nor Sveafastigheter undertake any obligation to update these forward-looking statements. Past performance of KlaraBo and Sveafastigheter does not guarantee or predict future performance of the combined company. Moreover, KlaraBo, Sveafastigheter and their respective affiliates and their respective officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release. Additionally, there can be no certainty that the Merger will be completed in the manner and timeframe described in this press release, or at all.

About KlaraBo
We create value by acquiring, developing, refining, and managing residential properties with a long-term focus. Since our founding in 2017, we have expanded across Sweden and continue to grow in areas where people want to live and work. By maintaining and upgrading existing buildings, constructing new ones when conditions are right, and managing our properties in-house, we create value for our tenants, our investors, and the communities in which we operate. KlaraBo is listed on Nasdaq Stockholm and is traded under the ticker KLARA B.

For more information:
Andreas Morfiadakis, CEO KlaraBo
[email protected]
+46 76 133 16 61