INVITATION TO ACQUIRE SHARES IN FORTINOVA FASTIGHETER AB (PUBL) Distribution of this Prospectus and subscription of new shares are subject to restrictions in some jurisdictions, see “Important Information to Investors”. THE PROSPECTUS WAS APPROVED BY THE FINANCIAL SUPERVISORY Global Coordinator and Joint Bookrunner AUTHORITY ON 6 NOVEMBER 2020. The period of validity of the Prospectus expires on 6 November 2021. The obligation to provide supplements to the Prospectus in the event of new circumstances of significance, factual errors or material inaccuracies will not apply once the Prospectus is no longer valid. Retail Manager IMPORTANT INFORMATION TO INVESTORS This prospectus (the “Prospectus”) has been prepared in connection with the STABILIZATION offering to the public in Sweden of Class B shares in Fortinova Fastigheter In connection with the Offering, SEB may carry out transactions aimed at AB (publ) (a Swedish public limited company) (the “Offering”) and the listing supporting the market price of the shares at levels above those which might of the Class B shares for trading on Nasdaq First North Premier Growth Mar- otherwise prevail in the open market. Such stabilization transactions may ket. In the Prospectus, “Fortinova”, the “Company” or the “Group” refers to be effected on Nasdaq First North Premier Growth Market, in the over-the- Fortinova Fastigheter AB (publ), the group of which Fortinova Fastigheter counter market or otherwise, at any time during the period starting on the AB (publ) is the parent company, or a subsidiary of the Group, depending date of commencement of trading in the shares on Nasdaq First North Pre- on the context. ”Principal Owner” refers to A2F Fastigheter AB. See section mier Growth Market and ending no later than 30 calendar days thereafter. SUMMARY OF THE OFFERING “Definitions” for the definitions of these and other terms in the Prospectus. However, SEB has no obligation to conduct any stabilization and there is no The figures reported in this Prospectus have, in certain cases, been guarantee that stabilization will be implemented. rounded off and, consequently, the tables in the Prospectus do not neces- Furthermore, stabilization, if initiated, may be discontinued at any time Price range sarily add up. In addition, certain percentages stated in the Prospectus are without notice. Under no circumstances will transactions be carried out at TABLE OF 40–44 SEK per Class B share. calculated based on underlying figures that are not rounded, so they may de- a price higher than the price specified in the Offering. By the end of the se- viate slightly from percentages resulting from calculations based on rounded venth day of trading following the execution of stabilization transactions, figures. All financial figures are in Swedish kronor, unless indicated otherwi- SEB shall disclose that stabilization measures have been conducted, in Application Period for the General Public se, and “MSEK” indicates millions of Swedish kronor. accordance with Article 5(4) in the EU Market Abuse Regulation 596/2014. 9–17 November. Except as expressly stated herein, no financial information in the Pro- Within one week after the end of the stabilization period, SEB will declare CONTENTS spectus has been audited or reviewed by the Company’s auditor. Financial whether or not stabilization was carried out, the date on which stabilization Application Period for Institutional Investors information relating to the Company in this Prospectus that is not part of the was initiated, the date on which stabilization was last carried out and the information that has been audited or reviewed by the Company’s auditor in price range within which stabilization was carried out for each of the stabi- 9–18 November. accordance with what is stated herein, originates from the Group’s internal lization transactions. accounting and reporting system. 1. Summary 4 Announcement of Offering Price The Offering is not directed to the general public in any country other FORWARD-LOOKING STATEMENTS than Sweden. Nor, is the Offering directed to such persons whose partici- 19 November. The Prospectus contains certain forward-looking statements and opinions. 2. Risk Factors 10 pation requires additional prospectuses, registration or measures other Forward-looking statements are all statements that are not attributable than those prescribed by Swedish law. No measures have been or will be to historical facts and events as well as statements and opinions that are First Day of Trading in Fortinova’s Class B Shares taken in any other jurisdiction than Sweden, that would allow any offer of attributable to the future and that contain, for example, expressions such 3. Invitation to Acquire Shares in Fortinova 17 19 November. the shares to the public or allow possession or distribution of the Prospectus as ”consider”, ”appreciate”, ”expect”, ”assume”, ”anticipate”, ”intend”, ”can”, or any other documents pertaining to the Company or the shares in such ”should”, ”in our estimate”, ”is of the view”, ”may”, ”plans”, ”potential”, ”calcu- a jurisdiction. Application to acquire shares that violate such rules may be late”, ”forecast”, ”as far as is known” or similar expressions that are suitable 4. Background and Reasons 18 Settlement Date deemed invalid. Persons receiving a copy of the Prospectus are required by for identifying a statement as forward-looking. This applies in particular to 23 November. the Company and SEB to inform themselves about and comply with all such statements and opinions in the Prospectus which relate to future financial 5. Letter from the CEO 20 restrictions. Neither the Company nor SEB assume any legal responsibility results, plans and expectations of the Company’s operations and manage- for any violations of any such restriction, regardless of whether the viola- ment, future growth and profitability and the general financial and regulato- Other Information tion is committed by a potential investor or someone else. The shares in the ry environment and other circumstances that affect the Company. 6. Terms and Conditions 21 Ticker: FNOVA B. (PUBL) AB FASTIGHETER FORTINOVA IN SHARES ACQUIRE TO INVITATION Offering have not been and will not be registered under the U.S. Securities Forward-looking statements are based on current estimates and ass- Act of 1933 (the ”Securities Act”) applicable at the time or with any securities umptions made to the best of the Company’s knowledge. Such forward-look- ISIN-code: SE0014608915. regulatory authority and may not be offered or sold within the United States ing statements are subject to risks, uncertainties and other factors that may 7. Market Overview 26 unless the shares are registered under the Securities Act or an exemption cause the actual results, including the Company’s cash flow, financial position LEI-code: 549300H8ZDTNCZ8PPJ25. from the registration requirements of the Securities Act is available. All of- and results, to differ materially from the results that are expressly or indi- 8. Business Overview 38 fers and sales of shares will be made in compliance with Regulation S under rectly based on, or described, in the statements, or result in the expectations the Securities Act. Class B shares may not be offered, sold, pledged or other- that are explicitly or indirectly based on, or described in, the statements not wise transferred within the United States except pursuant to an exception being met or proving to be less favorable compared to the results that are 9. Fortinova’s Property Portfolio 52 from, or in a transaction not subject to, the registration requirements of the explicitly or indirectly based on, or described in, the statements. Potential CERTAIN DEFINITIONS Securities Act and in compliance with any applicable state securities laws. investors should, therefore, refrain from attaching undue importance to the Reproduction and distribution of all or part of this Prospectus in the United forward-looking statements herein, and potential investors are strongly 10. Valuation Certificate 58 States and disclosure of its contents is prohibited. The Class B shares in the encouraged to read the Prospectus, including the following sections: “Sum- Anchor Investors Offering have not been approved by either a U.S. federal or state securities mary”, “Risk Factors”, “Business Overview” and “Operational and Financial Fastighets AB Balder, SEB Fonder, ICA-handlarnas authority or any other U.S. Authority. Moreover, no such authority has con- 11. Current Earnings Capacity 62 Overview”, which include more detailed descriptions of factors that may Förbund Finans AB, Kastellporten AB (Bygg-Göta) firmed the accuracy or reliability of this Prospectus. To assert the opposite is have an influence on the Company’s operations and the market in which the a criminal offence in the United States. Company operates. Neither the Company, the Principal Owner nor SEB ma- 12. Selected Historical Financial Information 64 and Andra AP-fonden. The Prospectus is only being distributed to and is only directed at (i) kes any guarantees as to the future accuracy of the statements made herein persons who are outside the United Kingdom, or (ii) to investment profes- or the actual occurrence of anticipated developments. Euroclear Sweden sionals falling within Article 19(5) of the Financial Services and Markets Act In consideration of the risks, uncertainties and assumptions associated 13. Operational and Financial Overview 75 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net-worth with forward-looking statements,