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Prospectus and the Subscription for New Shares Are Subject to Restrictions in Certain Jurisdictions

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Prospectus and the Subscription for New Shares Are Subject to Restrictions in Certain Jurisdictions Invitation to subscribe for Class B common shares in Samhällsbyggnadsbolaget JOINT GLOBAL COORDINATORS JOINT BOOKRUNNERS CO-MANAGERS Please note that the subscription rights are expected to have an economic value. In order not to lose the value of the subscription rights, holders must either: • exercise the subscription rights received and subscribe for new shares no later than 9 December 2019; or • sell the subscription rights received, but not exercised, no later than 5 December 2019. Please note that shareholders with nominee-registered shareholdings subscribe for new shares through their nominee, or where applicable, nominees. The distribution of this prospectus and the subscription for new shares are subject to restrictions in certain jurisdictions. Not for release, publication or distribution into or in, and this prospectus may not be sent to any person in, any jurisdiction in which it would not be permissible to deliver the subscription rights, the paid subscription shares or the new shares, except in accordance with applicable law. Except as expressly noted otherwise in this prospectus, the subscription rights, the paid subscription shares or the new shares may not be offered, sold, transferred or delivered, directly or indirectly, in or into any of those countries. IMPORTANT INFORMATION TO INVESTORS This prospectus (“Prospectus”) has been prepared in connection with the offer to existing shareholders in Samhällsbyggnadsbolaget i Norden AB (publ), reg. no. 556981-7660 (“SBB”orthe “Company”) to subscribe for new Class B common shares in accordance with the terms and conditions set out in this Prospectus (the “Rights Issue”). The “Group” refers to the Company, the group in which the Company is the parent company or a subsidiary of the group, as the context may require. The “Combined Company” refers to the Group with Hemfosa Fastigheter AB (publ), reg. no. 556917-4377 (“Hemfosa”) as a fully owned subsidiary or the Company with Hemfosa as a fully owned subsidiary, as the context may require. “J.P. Morgan” refers to J.P. Morgan Securities plc, “ABGSC” refers to ABG Sundal Collier AB, “Kempen” refers to Kempen & Co N.V., “Citigroup” refers to Citigroup Global Markets Limited, “Deutsche Bank” refers to Deutsche Bank AG, London Branch, “Goldman Sachs” refers to Goldman Sachs International, “Danske Bank” refers to Danske Bank A/S, Danmark, Sverige filial and “Nordea” refers to Nordea Bank Abp, filial i Sverige. “Joint Global Coordinators” refers to J.P. Morgan and Goldman Sachs, “Joint Bookrunners” refers to ABGSC, Kempen, Citigroup and Deutsche Bank and “Co-Managers” refers to Danske Bank and Nordea. “Managers” refers to the Joint Global Coordinators, the Joint Bookrunners and the Co-Managers. See section “Definitions” for the definitions of these and other terms in this Prospectus. A separate prospectus in Swedish has been approved by and registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen)(the“SFSA”) as competent authority pursuant to the European Union Regulation (EU) 2017/1129, as amended. The SFSA only approves that the prospectus meets the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129 and the approval and registration should not be considered as any endorsement, neither of the issuer referred to in the prospectus nor of the quality of the securities that are the subject of the prospectus, and investors should make their own assessment as to the suitability of investing in the securities. In the event of discrepancies between this document and the Swedish prospectus, the Swedish prospectus shall prevail. The Rights Issue and the Prospectus are governed by Swedish law. The courts of Sweden have exclusive jurisdiction to settle any conflict or dispute arising out of or in connection with the Rights Issue or this Prospectus. Certain figures in this Prospectus, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances (i) the sum or percentage change of such numbers may not conform exactly with the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly with the total figure given for that column or row. In this Prospectus, the following currency terms are used: “EUR”, “euro” or “€” means the lawful currency of the EU member states that adopted the single currency; “Norwegian krone” and “NOK” refer to the lawful currency of the Kingdom of Norway; and “Swedish krona” or “SEK” refer to the lawful currency of the Kingdom of Sweden. All financial amounts are in SEK unless indicated otherwise. Except as expressly stated herein, no financial information in this Prospectus has been audited or reviewed by the Company’s auditor. Financial information relating to the Company in this Prospectus that is not part of the information audited or reviewed by the Company’s auditor as outlined herein originates from the Company’s internal accounting and reporting systems. This Prospectus has been prepared by SBB based on its own information and information from sources that SBB believes to be reliable. No representation or warranty, expressed or implied, is made by the Managers or on behalf of the Managers or the Managers’s respective affiliates or any of their respective directors, officers or employees or any other person as to the accuracy, completeness or fairness of any of the information set out in this Prospectus, or incorporated by reference herein. SBB has not taken, and will not take any actions to allow a public Rights Issue in any jurisdiction other than Sweden. The Rights Issue is not being made to persons resident in any jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law. Consequently, the Prospectus may not be distributed in or into the mentioned countries or any other country or jurisdiction in which distribution or the Rights Issue in accordance with this Prospectus require such measures or otherwise would be in conflict with applicable regulations in such country or any such jurisdiction. Subscription of shares and other acquisitions of securities in violation of the restrictions described above may be void. Recipients of this Prospectus are required to inform themselves about, and comply with, such restrictions. Any measure in violation with the restrictions may constitute a violation of applicable securities regulations. Each investor should consult their own advisors before exercising the subscription rights or purchasing the paid subscription shares (Sw. betalda tecknade aktier,“BTA”) or the new shares. Investors should make their independent assessment of the legal, tax, business, financial or other consequences of their investments. Investors should not construe the content of this prospectus as legal, investment or tax advice. No action has been or will be taken by SBB or the Managers to permit the possession or distribution of this Prospectus (or any other Rights Issue or publicity materials or application form(s) relating to the Rights Issue) in any country where such distribution may lead to a breach of any law or regulatory requirement. Any failure to comply with the described restrictions may result in violation of applicable securities regulations. J.P. Morgan, Goldman Sachs, ABGSC, Kempen, Citigroup, Deutsche Bank, Danske Bank and Nordea are acting exclusively for SBB in connection with the Rights Issue and no one else, and will not be responsible to any person other than SBB for providing the protections afforded to SBB or for providing advice in relation to the Rights Issue, in relation to the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. J.P Morgan, Goldman Sachs and Citigroup are authorized by the Prudential Regulation Authority (the “PRA”) and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the “FCA”). Deutsche Bank AG is authorized under German Banking Law (competent authority: European Central Bank), and Deutsche Bank AG, London Branch is further authorized by the PRA and is subject to supervision by the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority, and is subject to limited regulation by the FCA and the PRA. INVESTING IN SECURITIES IS ASSOCIATED WITH RISK (SEE SECTION “RISK FACTORS”) When an investor makes an investment decision, he or she must rely on his or her own analysis of SBB and the Rights Issue in accordance with this Prospectus, including applicable facts and risks. Potential investors should, before making an investment decision, engage their own professional advisers and carefully evaluate and consider their investment decision. Investors may only rely on the information in this Prospectus and any possible supplements to this Prospectus. No person is authorized to provide any information or make any statements other than those made in this Prospectus and, should such information or statement nevertheless be provided or be made, it should not be considered to have been approved by SBB, and SBB is not responsible for such information or statements and must not be relied upon. Neither the publication of this Prospectus nor any transaction made in respect hereof shall be deemed to imply that the information in this Prospectus is accurate or applicable at any time other than on the date of the publication of this Prospectus or that there have been no changes in SBB’s business since this date. If significant changes relating to the information contained in this Prospectus occur, such changes will be announced in accordance with the provisions on Prospectus supplements under the European Union Regulation (EU) 2017/1129, as amended (“Prospectus Regulation”). As a condition for subscription of shares under the Rights Issue in this Prospectus, each person applying for subscription of shares shall be deemed to have made or, in some cases, have been required to make, certain representations and warranties that will be relied upon by SBB and its advisors.
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