Samhällsbyggnadsbolaget i Norden AB: Announcement of exchange offers

Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") announces today its invitations to holders of the outstanding securities set out in the table below, to offer to exchange such securities (together, the "Existing Securities" and each series of the Existing Securities being a "Series") for (i) the relevant series of the New Securities (as defined below) to be issued by Sveafastigheter AB (publ) (the "New Issuer") and (ii) if applicable, a Cash Component, on the terms set out in the exchange offer memorandum dated 13 June 2024 (the "Exchange Offer Memorandum") prepared by the Offeror and subject to the Transaction Conditions (as defined below) and the other conditions described in the Exchange Offer Memorandum (each an "Offer" and together, the "Offers"). Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers are subject to the offer and distribution restrictions set out below and as more fully described in the Exchange Offer Memorandum.

Copies of the Exchange Offer Memorandum are (subject to offer and distribution restrictions) available from the Exchange Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.

Summary of the Offers

A summary of certain terms of the Offers appears below:

Existing ISIN Current Outstanding First Maturity Exchange Exchange Maximum
Securities Coupon Principal Optional Date Price Consideration** Acceptance
Amount Date Amount and
for Series
Redemption Acceptance
/ Amount
First Par
Call
Date
EUR XS2010032618 2.624 EUR 30 January N/A To be (a)Principal (b)Cash The Offeror
500,000,000 per 359,941,000 2025 determined Amount of New Component20% expects to
Subordinated cent. in Securities per ×the relevant accept
Fixed to per accordance Holder80% ×the Holder's (following
Reset Rate annum with relevant Total the
Undated the Holder's Total Calculated application
Capital Unmodified Calculated Offer, of any
Securities Dutch Offer, rounded subject to scaling) an
(the "January auction down to the adjustment aggregate
2025 Hybrid procedures. nearest EUR arising from principal
Securities") 100,000 or SEK the rounding amount of the
1,250,000 (as and scaling Existing
applicable)and, of a Holder's Securities
in the case allocation of for exchange
where: (i) the New pursuant to
relevant Holder Securities. the Offers
offers at least Specifically, such that the
the Minimum the Cash total
Submission Component principal
Amount of will be an amount of the
Existing amount in New
Securities for cash equal Securities to
exchange but, to: (i) the be issued
(ii) the relevant pursuant to
calculation of Holder's the Offers
the principal Total does not
amount of New Calculated exceed SEK
Securities to Offer minus 2,500,000,000
be delivered to (ii) the (or
such Holder principal equivalent)
would not allow amount of New (the "Maximum
such Holder to Securities to Acceptance
receive New be received Amount"). The
Securities of by such Offeror may
at least the Holder. decide, in
relevant New its sole and
Securities absolute
Minimum discretion,
 Denomination, to accept
the principal significantly
amount of the more or 
New Securities significantly
to be received less than the
by such Holder Maximum
will be scaled Acceptance
up to €100,000 Amount (or
or SEK none) of the
1,250,000 (as Existing
applicable). Securities
for exchange
pursuant to
the Offers.In
respect of
each Series,
the Offeror
will
determine the
aggregate
principal
amount of
Existing
Securities of
the relevant
Series which
it elects to
exchange
pursuant to
the relevant
Offer (each a
"Series
Acceptance
Amount") in
its sole and
absolute
discretion.
EUR XS2272358024 2.625 EUR 14 N/A To be
500,000,000 per 382,473,000 December determined
Subordinated cent. 2025 in
Fixed to per accordance
Reset Rate annum with
Undated the
Capital Unmodified
Securities Dutch
(the auction
"December procedures.
2025 Hybrid
Securities")
EUR XS2010028186 2.875 EUR 30 October N/A To be
500,000,000 per 373,082,000 2026 determined
Subordinated cent. in
Fixed to per accordance
Reset Rate annum with
Undated the
Capital Unmodified
Securities Dutch
(the "October auction
2026 Hybrid procedures.
Securities")
SEK SE0013359148 3.500 SEK 28 January N/A To be
1,500,000,000 per 1,500,000,000 2025 determined
Subordinated cent. + in
Perpetual 3 accordance
Floating Rate -month with
Callable STIBOR the
Capital Notes per Unmodified
(the "January cent. Dutch
2025 Capital per auction
Securities") annum procedures.
NOK XS2085870728 4.370 NOK Not 28 To be
1,000,000,000 per 474,000,000 Applicable November determined
3.12 per cent. 2024 in
cent. Fixed per accordance
Rate Notes annum with
due 28 * the
November 2024 Unmodified
(the Dutch
"November auction
2024 procedures.
Securities")
EUR XS1993969515 3.000 EUR 14 October 14 To be
550,000,000 per 407,291,000 2024 January determined
1.750 per cent. 2025 in
cent. Fixed per accordance
Rate Notes annum with
due 14 * the
January 2025 Unmodified
(the "January Dutch
2025 EUR auction
Securities") procedures.
SEK XS1997252975 3.15 SEK Not Interest To be
1,100,000,000 per 851,000,000 Applicable payment determined
Floating Rate cent. + date in
Notes due 3 falling accordance
January 2025 -month in or with
(the "January STIBOR nearest the
2025 Floating per to Unmodified
Rate annum January Dutch
Securities") 2025 auction
procedures.
EUR 5,000,000 XS2597112155 4.500 EUR 5,000,000 Not 10 March To be
4.500 per per Applicable 2025 determined
cent. Notes cent. in
due 10 March per accordance
2025 (the annum with
"March 2025 the
Securities") Unmodified
Dutch
auction
procedures.
SEK XS2461738770 2.850 SEK Not Interest To be
260,000,000 per 260,000,000 Applicable payment determined
Senior cent. + date in
Unsecured 3 falling accordance
Floating Rate -month in or with
Social Notes STIBOR nearest the
due April per to April Unmodified
2025 (the annum * 2025 Dutch
"April 2025 auction
Floating Rate procedures.
Securities")
NOK XS2194790429 1.990 NOK 26 March Interest To be
800,000,000 per 241,000,000 2025 payment determined
Floating Rate cent. + date in
Bonds due 3 falling accordance
June 2025 -month in or with
(the "June NIBOR nearest the
2025 Floating per to June Unmodified
Rate annum 2025 Dutch
Securities") auction
procedures.
NOK XS2223676201 1.650 NOK 27 May 27 To be
700,000,000 per 400,000,000 2025 August determined
Floating Rate cent. + 2025 in
Bonds due 3 accordance
August 2025 -month with
(the "August NIBOR the
2025 Floating per Unmodified
Rate annum Dutch
Securities") auction
procedures.
SEK XS2275409824 1.170 SEK 18 Interest To be
200,000,000 per 145,000,000 September payment determined
Senior cent. + 2025 date in
Unsecured 3 falling accordance
Floating Rate -month in or with
Social Bonds STIBOR nearest the
due December per to Unmodified
2025 (the annum December Dutch
"December 2025 auction
2025 Floating procedures.
Rate
Securities")
EUR XS2049823680 2.375 EUR 4 June 4 Septemb To be
500,000,000 per 500,000,000 2026 determined
1.125 per cent. e in
cent. Notes per r accordance
due 4 annum 2026 with
September * the
2026 (the Unmodified
"2026 Dutch
Securities") auction
procedures.
SEK XS2111589219 2.750 SEK Not Interest To be
600,000,000 per 600,000,000 Applicable payment determined
Floating Rate cent. + date in
Green Bonds 3 falling accordance
due Jan 2027 -month in or with
(the "January STIBOR nearest the
2027 Floating per to Unmodified
Rate annum January Dutch
Securities") 2027 auction
procedures.
EUR XS2114871945 2.250 EUR 12 May 12 To be
750,000,000 per 736,550,000 2027 August determined
1.000 per cent. 2027 in
cent. Notes per accordance
due 12 August annum with
2027 (the * the
"2027 Unmodified
Securities") Dutch
auction
procedures.
EUR XS2271332285 0.750 EUR 14 14 To be
700,000,000 per 694,781,000 September December determined
0.750 per cent. 2028 2028 in
cent. Social per accordance
Bonds due 14 annum with
December 2028 the
issued by SBB Unmodified
Treasury Oyj Dutch
("SBB auction
Treasury") procedures.
and
guaranteed by
the Offeror
(the "2028
Securities")
EUR XS2346224806 1.125 EUR 26 August 26 To be
950,000,000 per 795,488,000 2029 November determined
1.125 per cent. 2029 in
cent. Social per accordance
Bonds due 26 annum with
November 2029 the
issued by SBB Unmodified
Treasury and Dutch
guaranteed by auction
the Offeror procedures.
(the "2029
Securities")
EUR XS2151934978 4.250 EUR 3 January 3 April To be
50,000,000 per 50,000,000 2040 2040 determined
2.750 per cent. in
cent. Notes per accordance
due 3 April annum with
2040 (the * the
"2040 Unmodified
Securities") Dutch
auction
procedures.

*                                  Inclusive of 125 bps coupon step-up. 

**               In order to participate in the relevant Offer and receive the relevant Exchange Consideration, the Holder's Total Calculated Offer must be at least equal to the New Securities Minimum Denomination of the series of the New Securities it is to receive as a part of the relevant Offer. Should a Holder's Total Calculated Offer not be at least equal to the New Securities Minimum Denomination, then such Exchange Instruction will not be accepted by the Offeror.

                    In the event that a Holder's Total Calculated Offer is an amount equal to the relevant New Securities Minimum Denomination, the Exchange Consideration to be delivered by the Offeror on the Settlement Date to such Holder will comprise of New Securities only (there will not be a Cash Component to the Exchange Consideration).

Rationale for the Offers

In December 2023, the Offeror announced that it had gathered residential stock and residential development into its subsidiary Sveafastigheter AB (now known as Sveafastigheter AB (publ)), the New Issuer, in anticipation of a proposed expansion of the shareholder base.

vi. AB (publ) currently intends: (i) prior to the Settlement Date of the Offers, to organise the Sveafastigheter Group (being Sveafastigheter AB (publ) and its subsidiaries), in all material respects, in accordance with the structure chart made available on  the Offeror's website at https://corporate.sbbnorden.se/sv/section/investerare/andra-prospekt/  and https://corporate.sbbnorden.se/en/section/investors/other-prospectus/ (the "Proposed Sveafastigheter Structure") and (ii) on the Settlement Date, to deliver to Nordic Trustee & Agency AB (publ) (in its role as agent in respect of the New Securities) a certificate executed by an authorised signatory of the New Issuer confirming, to the best of the New Issuer's knowledge, that (a) there are no material write-downs of assets under consideration or under discussion with the auditors with respect to the New Issuer, (b) the value of the properties within the Sveafastigheter Group exceeds SEK 26,500,000,000, and (c) the Sveafastigheter Group's senior debt (excluding the New Securities) does not exceed SEK 10,418,000,000 (the "Financing Commitment", and together with the implementation of the Proposed Sveafastigheter Structure, the "Sveafastigheter Implementation Steps").

t. Sveafastigheter Implementation Steps are being taken in order to optimise the structure of the Sveafastigheter Group and aim to ensure that the Sveafastigheter Group is sufficiently capitalised prior to a potential sale of shares in the New Issuer in the future.

t. Offeror is undertaking the Offers to enable holders of Existing Securities to maintain their exposure to the Offeror group's residential property assets subject to the transaction whilst benefiting from a structural enhancement by virtue of lending directly to the New Issuer (rather than its ultimate holding company). 
u. acceptance of Existing Securities for exchange pursuant to the Offers and the settlement of the Offers is conditional on: (i) the completion of the Sveafastigheter Implementation Steps, (ii) satisfaction of the Minimum New Issue Condition (as defined below) and (iii) the satisfaction (or waiver by the Offeror) of the other Transaction Conditions, all as further described in "Transaction Conditions" below and in the Exchange Offer Memorandum.

I. the Offeror determines that the Sveafastigheter Implementation Steps have not been completed by 12 July 2024 (the "Long Stop Date"), the Offers will be terminated and notwithstanding the irrevocability of all Exchange Instructions, all Exchange Instructions in respect of the Offers will be deemed to be revoked automatically.

t. Offers in respect of the Hybrid Securities do not constitute a Deferred Interest Payment Event (as defined in the terms and conditions of such Existing Securities).

xii. Securities which have not been validly offered for exchange and accepted by the Offeror pursuant to the Offers will remain outstanding after the Settlement Date. The Offeror does not currently intend to cancel any Existing Securities acquired by it pursuant to the Offers.

New Securities

t. New Issuer intends to issue two series of new securities to Holders participating in the Offers and whose Existing Securities are accepted for exchange by the Offeror pursuant to the Offers: (i) the EUR denominated 4.75 per cent. senior unsecured bonds due 2027 (the "New Euro Securities") and (ii) the SEK denominated 4.75 per cent. senior unsecured bonds due 2027 (the "New SEK Securities", and together with the New Euro Securities, the "New Securities").
u. New Securities will be issued at an issue price (the "New Securities Issue Price") equal to 100.00 per cent. of the principal amount of the relevant series of New Securities.
v. New Securities will be issued in the minimum denominations (each a "New Securities Minimum Denomination") and integral multiples specified below:

n. Securities ii. Denomination LI. Multiples

n. Euro Securities E. 100,000 E. 100,000

n. SEK Securities S. 1,250,000 S. 1,250,000

t. Offers are conditional on the aggregate principal amount of the relevant series of New Securities being at least the applicable Minimum New Series Size and the total aggregate principal amount of all New Securities to be issued pursuant to the Offers being at least the Minimum Total New Issue Amount. See "Minimum New Issue Condition" below and in the Exchange Offer Memorandum.
u. to the Offers, Holders of the Existing EUR Securities are being invited to offer to exchange their Existing EUR Securities for either the New Euro Securities or for the New SEK Securities, at the relevant Holder's election.
v. to the Offers, Holders of the Existing SEK Securities and the Existing NOK Securities are being invited to offer to exchange their Existing Securities for New SEK Securities.
w. investor presentation titled "Investor Presentation Sveafastigheter Sr. Unsecured Bond offering and SBB Exchange Offer June 2024" and dated June 2024 (the "Investor Presentation") available on the Offeror's website at https://corporate.sbbnorden.se/sv/section/investerare/andra-prospekt/ (https://url.uk.m.mimecastprotect.com/s/-8q5CnxGIO4mYXU97H-C?domain=corporate.sbbnorden.se/) and https://corporate.sbbnorden.se/en/section/investors/other-prospectus/ contains further information in relation to the New Issuer and the New Securities (the "Investor Presentation").

Before making a decision whether to participate in the Offers, Holders should carefully consider all of the information in the Investor Presentation, the Exchange Offer Memorandum and this announcement. Neither the content of the Offeror's website nor any other website nor the content of any website accessible from hyperlinks on the Offeror's website nor any other website is incorporated into, or forms part of, the Exchange Offer Memorandum or this announcement.

t. are a number of significant differences between the terms and conditions of each Series of the Existing Securities and the terms and conditions of the New Securities ("New Securities Conditions"), including in relation to the respective coupons, maturity dates and interest payment dates. The New Securities Conditions in respect of each series of New Securities are set out in Annex 1 - "Terms and Conditions of the New Securities" of the Exchange Offer Memorandum.  

h. should note that the New Issuer intends to make applications: (i) for listing of the New Securities on the Nasdaq Transfer Market (operated by Nasdaq Stockholm, and which is not a regulated market for the purposes of Directive 2014/65/EU as amended) which is intended to be effective within 60 days following the issue date of the New Securities and (ii) in due course thereafter, for listing on the corporate bond list (regulated market) of Nasdaq Stockholm which will be effective within 12 months from the issue date of the New Securities.

t. New Securities may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. The New Securities are subject to U.S. tax law requirements. 

i. Conditions

t. acceptance by the Offeror of Existing Securities for exchange will be subject to: (A) the successful completion of the Sveafastigheter Implementation Steps; (B) the satisfaction of the Minimum New Issue Condition; and (C) there not having been threatened, instituted or pending any action or proceeding before any court or governmental, regulatory or administrative body that: (1) makes or seeks to make illegal the delivery of New Securities and/or any payment for, or acceptance of payment for, any of the Existing Securities pursuant to the terms and conditions contained in the Exchange Offer Memorandum; (2) would or might result in a delay in, or restrict, the ability of the Offeror to exchange any of the Existing Securities; or (3) imposes or seeks to impose limitations on the ability of the Offeror to exchange the Existing Securities (together, the "Transaction Conditions").
u. Transaction Conditions are for the sole benefit of the Offeror and may (except in the case of the Sveafastigheter Implementation Steps and the Minimum New Issue Condition) be waived by the Offeror, in whole or in part, at any time and from time to time, in its sole and absolute discretion. Any determination by the Offeror concerning the conditions set forth above and in the Exchange Offer Memorandum (including whether or not such condition has been satisfied or waived) will be final and binding upon all parties.

ii. the satisfaction of the above Transaction Conditions, the Offeror expressly reserves the right, in its sole and absolute discretion, to delay acceptance of offers to exchange Existing Securities pursuant to the Offers and/or the payment of any applicable Cash Component and/or Accrued Interest Payment for the Existing Securities pursuant to the Offers in order to comply with applicable laws.
iii. the Offeror determines that the Transaction Conditions have not been satisfied (or, except in the case of the Sveafastigheter Implementation Steps and the Minimum New Issue Condition, waived) by the Long Stop Date, the Offers will be terminated and notwithstanding the irrevocability of all Exchange Instructions, all Exchange Instructions in respect of the Offers will be deemed to be revoked automatically.

s.
1.
1.
1.
1.
1.
li. of the Offers - Exchange Prices, Exchange Ratios and Applicable Foreign Exchange Rates

t. Offeror will exchange the Existing Securities validly offered for exchange and accepted by it for exchange pursuant to the relevant Offer at an exchange price determined pursuant to an unmodified Dutch auction procedure, as more fully described in the Exchange Offer Memorandum (the "Unmodified Dutch Auction Procedure").
u. the Unmodified Dutch Auction Procedure, the exchange price (specific to each Holder of Existing Securities) in respect of each Series of Existing Securities validly offered by a Holder and which will be accepted for exchange by the Offeror pursuant to the relevant Offer (each such price, expressed as a percentage of the aggregate principal amount of the Existing Securities of the relevant Series which will be accepted for exchange by the Offeror from such Holder, an "Exchange Price") shall be equal to the particular exchange price specified by the relevant Holder of Existing Securities in the relevant Exchange Instruction.
v. the Exchange Price applicable to each relevant Holder of Existing Securities is the price in respect of the relevant Existing Securities specified by such Holder in its Exchange Instruction, the Exchange Price applicable and payable to each Holder of Existing Securities of the same Series will not necessarily be the same.

I. respect of any Existing Securities accepted for exchange by the Offeror pursuant to the Offers, the exchange ratio for such Existing Securities (each an "Exchange Ratio") will be calculated by dividing the relevant Exchange Price (expressed as a percentage) by 100 per cent. (being the New Securities Issue Price), rounded to the nearest six decimal points.

• Applicable Foreign Exchange Rate" shall mean the exchange rate, as reported on the Bloomberg Screen BFIX page as of the Expiration Deadline, between the currency of the relevant Existing Securities and the currency of the relevant series of New Securities.

t. Applicable Foreign Exchange Rates will be announced by the Offeror together with the announcement of the results of the Offers.

Holder's Total Calculated Offer

t. relevant Exchange Consideration to be delivered by the Offeror on the Settlement Date to each Holder whose Existing Securities have been validly offered for exchange and accepted by the Offeror will be determined by reference to the relevant Holder's Total Calculated Offer.

I. respect of each Offer, the Holder's Total Calculated Offer is the product of:

(i)           the aggregate principal amount of the Existing Securities validly offered for exchange by such Holder and accepted for exchange by the Offeror (following the application of any Scaling Factor);

(ii)                      the Applicable Foreign Exchange Rate (if any); and

(iii)                     the Exchange Ratio for such Existing Securities,

rounded down, if applicable, to the nearest EUR 0.01 or SEK 1.00 (as applicable).

In order to participate in the relevant Offer and receive the relevant Exchange Consideration, a Holder's Total Calculated Offer must be at least equal to the New Securities Minimum Denomination of the series of New Securities it is to receive as a part of the relevant Offer. Should the Holder's Total Calculated Offer not be at least equal to the New Securities Minimum Denomination, then such Exchange Instruction will not be accepted by the Offeror.

Exchange Consideration

s. to the conditions contained in the Exchange Offer Memorandum (subject to the satisfaction or (except in the case of the Sveafastigheter Implementation Steps and the Minimum New Issue Condition) waiver of the Transaction Conditions on or prior to the Settlement Date), the exchange consideration to be delivered by the Offeror on the Settlement Date to each Holder whose Existing Securities have been validly offered for exchange and accepted by the Offeror will consist of: (a) New Securities and (b) if applicable, the Cash Component (the "Exchange Consideration").
t. principal amount of New Securities
u. aggregate principal amount of New Securities per Holder will be calculated as follows:

Aggregate principal amount of New Securities per Holder =80% × the relevant
Holder's Total Calculated Offer,
r. down to the nearest EUR 100,000 or SEK 1,250,000 (as applicable),
and, in the case where: (i) the relevant Holder offers at least the Minimum
Submission Amount of Existing Securities for exchange but, (ii) the
calculation of the principal amount of New Securities to be delivered to such
Holder would not allow such Holder to receive New Securities of at least the
relevant New Securities Minimum Denomination, the principal amount of the New
Securities to be received by such Holder will be scaled up to €100,000 or SEK
1,250,000 (as applicable).

Cash Component (if applicable)

20% × the relevant Holder's Total Calculated Offer, subject to adjustment arising from the rounding and scaling of a Holder's allocation of New Securities.

Specifically, the Cash Component (if applicable) per Holder will be calculated as follows:

Cash Component (in €/SEK, as applicable) per Holder =An amount in cash equal
to: (i) the relevant Holder's Total Calculated Offer minus (ii) the principal
amount of New Securities to be received by such Holder.

Different proportion of New Securities and Cash Component

w. determining the Exchange Consideration, where the relevant Holder's Total Calculated Offer is at least equal to the relevant New Securities Minimum Denomination, but the calculation of the principal amount of New Securities per Holder would not allow such Holder to receive New Securities of at least the New Securities Minimum Denomination (being €100,000 and SEK 1,250,000, as applicable), the principal amount of New Securities per Holder will be scaled up to the nearest €100,000 or SEK 1,250,000, as applicable.
x. a result of such scaling, the proportion of New Securities and Cash Component constituting the Exchange Consideration will vary between Holders and certain Holders may receive New Securities totalling more than 80 per cent. of their respective Holder's Total Calculated Offer (and correspondingly a lower proportionate Cash Component than certain other Holders).

In the event that a Holder's Total Calculated Offer is an amount equal to the relevant New Securities Minimum Denomination, the Exchange Consideration to be delivered by the Offeror on the Settlement Date to such Holder will comprise of New Securities only (there will not be a Cash Component to the Exchange Consideration).

xi. Acceptance Amount and Series Acceptance Amounts

t. Offeror expects to accept (following the application of any scaling) an aggregate principal amount of the Existing Securities for exchange pursuant to the Offers such that the total principal amount of the New Securities to be issued pursuant to the Offers does not exceed SEK 2,500,000,000 (or equivalent) (the "Maximum Acceptance Amount"). The Offeror may decide, in its sole and absolute discretion, to accept significantly more or significantly less than the Maximum Acceptance Amount (or none) of the Existing Securities for exchange pursuant to the Offers.

I. respect of each Series, the Offeror will determine the aggregate principal amount of Existing Securities of the relevant Series which it elects to exchange pursuant to the relevant Offer (each a "Series Acceptance Amount") in its sole and absolute discretion.

t. Offeror reserves the right to accept for exchange significantly more or significantly less (or none) of the Existing Securities of any Series as compared to the other Series of Existing Securities.

xi. New Issue Amount

t. Offeror expects that the aggregate principal amount of all New Securities to be issued will not exceed SEK 2,500,000,000 (or equivalent) (the "Maximum New Issue Amount").

ii. New Issue Condition
iii. on which Offers to exchange of Existing Securities pursuant to the Offers are accepted by the Offeror and the relevant currency of the New Securities which are consequently to be delivered to the relevant Holders, the settlement of the relevant Offers is conditional on:
iv.                        the aggregate principal amount of the New Euro Securities, if any, equalling a minimum of EUR              30,000,000; or
v.                       the aggregate principal amount of the New SEK Securities, if any, equalling a minimum of SEK               300,000,000; and

(iii)        the total aggregate principal amount of the New Securities to be issued pursuant to the Offers (the "Minimum Total New Issue Amount") equalling a minimum of SEK 1,000,000,000 (or equivalent),

as applicable (each of (i) and (ii) above, a "Minimum New Series Size" and, together with the Minimum Total New Issue Amount, the "Minimum New Issue Condition").

t. Offeror reserves the right only to issue New Euro Securities, or only to issue New SEK Securities, provided that the relevant Minimum New Series Size is satisfied, in addition to the Minimum Total New Issue Amount.
u. Offeror will not reduce either Minimum New Issue Size or reduce the Minimum Total New Issue Amount without giving Holders the limited revocation rights described in "Amendment and Termination" in the Exchange Offer Memorandum.
v. Interest Payment
w. Offeror will pay, on the Settlement Date (subject to satisfaction or (except in the case of the Sveafastigheter Implementation Steps and the Minimum New Issue Condition) waiver of the Transaction Conditions on or prior to the Settlement Date), an Accrued Interest Payment in respect of Existing Securities (other than the Hybrid Securities) accepted for exchange by the Offeror pursuant to the Offers.

I. respect of any Hybrid Securities accepted for exchange by the Offeror pursuant to the Offers, the Offeror will not make any Accrued Interest Payment in respect of such Existing Securities or any payment of any Deferred Interest (as defined in the terms and conditions of such Existing Securities).
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x. Instructions

In order to participate in, and be eligible to receive the relevant New Securities and if applicable, Cash Component (and any relevant Accrued Interest Payment) pursuant to, the relevant Offer, Holders must validly offer their Existing Securities for exchange by delivering, or arranging to have delivered on their behalf, a valid Exchange Instruction that is received by the Exchange Agent by 4.00 p.m. (London time) on 25 June 2024 (the "Expiration Deadline").

Such Exchange Instruction submitted by a Holder must be in respect of at least the Minimum Submission Amount of the Existing Securities. In the event any Exchange Instructions submitted are not in respect of at least the Minimum Submission Amount of the Existing Securities, the Offeror will reject such Exchange Instructions.

"Minimum Submission Amount" means an amount of Existing Securities validly submitted by a Holder to the Offeror for exchange, in respect of which such Holder's Total Calculated Offer (and following the effects of any pro rata scaling and application of any Applicable Foreign Exchange Rate) is determined to be at least equal to the New Securities Minimum Denomination of the New Securities such Holder would receive as a part of the relevant Offer.

w. participating in the Offers, Holders of the Existing EUR Securities must also indicate in their respective Exchange Instruction whether they wish to receive New Euro Securities or New SEK Securities (as a part of their respective Exchange Consideration) in accordance with the procedures of the relevant Clearing System.
x. offer to exchange Existing Securities pursuant to the Offers, a Holder should deliver, or arrange to have delivered on its behalf:

i.            in respect of each Series of the Existing Securities (other than the January 2025 Capital Securities), a valid Exchange Instruction that is received by the Exchange Agent by the Expiration Deadline via the relevant Clearing System and in accordance with the requirements of such Clearing System, or
ii.           in respect of the January 2025 Capital Securities, a completed and executed Exchange Instruction in the form of the Exchange Agent Instruction Form (as set out in Annex 2 - "Exchange Agent Instruction Form" to the Exchange Offer Memorandum) that is received by the Exchange Agent by the Expiration Deadline.

See "Procedures for Participating in the Offers" in the Exchange Offer Memorandum.

Exchange Instructions may be submitted on a "competitive" basis only, as follows:

In respect of any Series, a Holder of Existing Securities may submit one or more Exchange Instructions in respect of the Existing Securities prior to the Expiration Deadline, provided that the aggregate principal amount outstanding of the Existing Securities of the relevant Series that are the subject of these Exchange Instructions does not exceed the aggregate principal amount of Existing Securities of the relevant Series that each such Holder of Existing Securities holds. Exchange Instructions must specify:

1.
a. the Offer Price (expressed as a percentage and rounded to the nearest 0.10 per cent.) that such Holder of Existing Securities would be willing to accept as the Exchange Price in respect of the Existing Securities of the relevant Series that are the subject of the particular Exchange Instruction. In the event that any Exchange Instruction in respect of Existing Securities specifies an Offer Price that is not an integral amount of 0.10 per cent., the Offer Price so specified shall be rounded up to the nearest increment of 0.10 per cent. and the Exchange Instruction shall be deemed to have specified such figure as the Offer Price; and
b. the aggregate principal amount of Existing Securities of the relevant Series that the relevant Holder of Existing Securities is offering at that Offer Price. The aggregate principal amount of Existing Securities of the relevant Series specified in the relevant Exchange Instruction should be an Integral Multiple in respect of the relevant Series, subject to such specified amount being no less than the relevant Minimum Denomination in respect of the relevant Series.

If the aggregate principal amount of Existing Securities of a Series validly offered for exchange that specify an Offer Price that is less than or equal to the highest Exchange Price at which the Offeror is willing to accept Existing Securities of the relevant Series for exchange, is greater than the relevant Series Acceptance Amount, the Offeror intends to accept for exchange: (A) first, all such Existing Securities offered for exchange at Offer Prices below such highest Exchange Price in full, and (B) second, all such Existing Securities offered for exchange at an Offer Price equal to such highest Exchange Price on a pro rata basis, such that the aggregate principal amount of Existing Securities of such Series accepted for exchange is no greater than such Series Acceptance Amount.

Scaling

I. the circumstances described in the Exchange Offer Memorandum in which Existing Securities of a Series validly offered for exchange pursuant to an Offer are to be accepted on a pro rata basis, each relevant Exchange Instruction will be scaled by a factor (a "Scaling Factor") equal to (i) the relevant Series Acceptance Amount less the aggregate principal amount outstanding of the Existing Securities of such Series that have been validly offered and accepted for exchange and are not subject to acceptance on a pro rata basis, if applicable, divided by (ii) the aggregate principal amount outstanding of the Existing Securities of such Series that have been validly offered for exchange and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate principal amount of Existing Securities of such Series accepted for exchange, following the rounding of Exchange Instructions as set out below, to equal the relevant Series Acceptance Amount exactly). Each offer for exchange of Existing Securities that is scaled in this manner will be rounded down to the nearest Integral Multiple in principal amount for the Existing Securities of the relevant Series in the manner set out in the Exchange Offer Memorandum.
1.
1.
1.
1.
1.
x. Timetable of Events

t. times and dates below are indicative only.

v. i. and Dates

a. times are London times)

c. of the
Offers
13 June 2024
o. announced.

x. Offer
Memorandum
available from
the Exchange
Agent.

g. Investor
Call
During the period between commencement of the Offers and the
A. Expiration Deadline
presentation to
be given by the
New Issuer to
prospective
holders of the
New Securities,
details for
which are
available from
the Dealer
Managers.

xii. Deadline

li. deadline 1. p.m. on 25 June 2024
for receipt of
valid Exchange
Instructions by
the Exchange
Agent in order
for Holders to
be able to
participate in
the Offers.

ii. of each
Applicable
Foreign
Exchange Rate.

a. of Results

a. of the a. soon as reasonably practicable following the Expiration
Offeror's Deadline (expected to be on 26 June 2024)
decision of
whether to
accept (subject
to the
satisfaction or
(except in the
case of the
Sveafastigheter
Implementation
Steps and the
Minimum New
Issue
Condition)
waiver of the
Transaction
Conditions by
the Offeror on
or prior to the
Settlement
Date) any valid
offers for
exchange of
Existing
Securities
pursuant to the
Offers and, if
so accepted,
(i) the
aggregate
principal
amount of
Existing
Securities
which will be
accepted for
exchange
pursuant to the
Offers and each
Series
Acceptance
Amount, (ii)
details of any
pro rata
scaling, (iii)
any Applicable
Foreign
Exchange Rate
and (iv) the
aggregate
principal
amount of New
Securities of
each series to
be issued.

t. of January
2025 Capital
Securities to
the Exchange
Agent

t. by the b. no later than 4.00 p.m. on the day that is three business
relevant days after the Announcement of Results (expected to be on 1
Holders of July 2024)
their January
2025 Capital
Securities to
the Exchange
Agent.

a. of
satisfaction or
waiver of the
Transaction
Conditions

t. the extent a. soon as reasonably practicable prior to the Settlement
that the Date
Transaction
Conditions have
been satisfied
or (except in
the case of the
Sveafastigheter
Implementation
Steps and the
Minimum New
Issue
Condition)
waived,
announcement of
such
satisfaction or
waiver of the
Transaction
Conditions.

x. Settlement
Date

s. to: (i) the 2. July 2024
completion of
the
Sveafastigheter
Implementation
Steps, (ii) the
satisfaction of
the Minimum New
Issue Condition
and (iii) the
satisfaction
(or waiver by
the Offeror) of
the other
Transaction
Conditions, the
expected
Settlement Date
for the Offers.

t. Long Stop 12. July 2024
Date

I. the Offeror
determines that
the
Sveafastigheter
Implementation
Steps have not
been completed
by the Long
Stop Date, the
Offers will be
terminated and
notwithstanding
the
irrevocability
of all Exchange
Instructions,
all Exchange
Instructions in
respect of the
Offers will be
deemed to be
revoked
automatically.

t. above times
and dates are
subject to (i)
the
satisfaction or
(except in the
case of the
Sveafastigheter
Implementation
Steps and the
Minimum New
Issue
Condition)
waiver by the
Offeror of the
Transaction
Conditions; and
(ii) the right
of the Offeror
to extend, re
-open, amend,
waive any
condition
(other than the
Sveafastigheter
Implementation
Steps and the
Minimum New
Issue
Condition) of
and/or
terminate any
of the Offers
at any time
before it has
announced
whether it has
decided to
accept any
valid offers
for exchange of
Existing
Securities
pursuant to the
relevant
Offer(s)
(subject to
applicable law
and as provided
in the Exchange
Offer
Memorandum).

h. should note
that the
procedures for
participating
in the Offer in
respect of the
January 2025
Capital
Securities
differ
materially from
the procedures
in respect of
the rest of the
Existing
Securities, as
the January
2025 Capital
Securities are
held though
Euroclear
Sweden.
i. are advised
to check with
any bank,
securities
broker or other
intermediary
through which
they hold
Existing
Securities by
when such
intermediary
would need to
receive
instructions
from a Holder
in order for
that Holder to
be able to
participate in,
or (in the
limited
circumstances
in which
revocation is
permitted)
revoke their
instruction to
participate in,
the Offers
before the
deadlines
specified in
the Exchange
Offer
Memorandum. The
deadlines set
by any such
intermediary
and each
Clearing System
for the
submission and
revocation of
Exchange
Instructions
will be earlier
than the
relevant
deadlines
specified
above. See
"Procedures for
Participating
in the Offers"
in the Exchange
Offer
Memorandum.

u. stated otherwise, announcements in connection with the Offers will be made by publication through the website of Euronext Dublin (https://direct.euronext.com/#/rispublication) and on the Offeror's website. Announcements may also be (i) made by the delivery of notices to Euroclear and Clearstream, Luxembourg for communication to Direct Participants and (ii) made by the issue of a press release to a Notifying News Service.
v. of all such announcements, press releases and notices can also be obtained upon request from the Exchange Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Exchange Agent for the relevant announcements during the course of the Offers. In addition, Holders may contact the Dealer Managers for information using the contact details below.

Holders are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Offers.

This information is such that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted by Helena Lindahl (Treasury Director), for publication on 13 June 2024 kl. 08:15 CEST.

Dealer Managers:

Danske Bank A/S (Telephone: +45 33 64 88 51; Attention: Debt Capital Markets; E-mail: liabilitymanagement@danskebank.dk)

DNB Markets, a part of DNB Bank ASA, Sweden Branch (Attention: Syndicate; E-mail: bond.syndicate@dnb.no)

Skandinaviska Enskilda Banken AB (publ) (Telephone: +44 7 818 426 149; Attention: Liability Management; E-mail: sebliabilitymanagement@seb.se)

Exchange Agent:

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson / Alessandro Zorza; Email: sbbnorden@is.kroll.com;Exchange Offer Website: https://deals.is.kroll.com/sbbnorden)

Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Manager; and (ii) the delivery of the Exchange Instructions may be directed to the Exchange Agent, the contact details for each of which are set out above.

DISCLAIMER

This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Holder is in any doubt as to the contents of this announcement and/or the Exchange Offer Memorandum or the action it should take or is unsure of the impact of the Offers, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser. Any individual or company whose Existing Securities are held on its behalf by a broker, dealer, bank, custodian, trust company, direct participant or other nominee or intermediary must contact such entity if it wishes to offer such Existing Securities for exchange pursuant to the Offers. None of the Offeror, the Dealer Manager or the Exchange Agent, or any person who controls, or is a director, officer, employee or agent of such persons or any affiliate of such persons, makes any recommendation as to whether Holders should offer their Existing Securities for exchange pursuant to the Offers.

s.
1.
1.
1.
1.
1.
o. and Distribution Restrictions

t. distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement, the Exchange Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or sell or the solicitation of an offer to sell or buy Existing Securities and/or New Securities (as applicable) (and any offers of Existing Securities for exchange pursuant to the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and any of the Dealer Managers, or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
u. action has been or will be taken in any jurisdiction by the Offeror, SBB Treasury, the New Issuer, the Dealer Managers or the Exchange Agent that would constitute or permit a public offering of the New Securities.

civ. of Holders and availability of the Offers
cv. II Product Governance - The target market for the New Securities is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II").
cvi. - EEA Retail Investors - The New Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area ("EEA"). For these purposes, a "retail investor" means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
cvii. the Offers are not being made and will not be made, directly or indirectly, to any retail investor in the EEA.
cviii. - UK Retail Investors - The New Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
cix. the Offers are not being made and will not be made, directly or indirectly, to any retail investor in the UK.

United States: The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Existing Securities cannot be offered in the Offers by any such use, means, instrumentality or facility or from or within, or by persons located or resident in, the United States or by any U.S. Person. Any purported offer of Existing Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

t. New Securities have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, for the account or benefit of, a U.S. Person (as defined in Regulation S of the United States Securities Act of 1933) ("Regulation S"). The New Securities are being offered and sold outside the United States in reliance on Regulation S.

Each Holder participating in an Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the two paragraphs above, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy: None of the Offers, this announcement, the Exchange Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The Offers are being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficial owners of the Existing Securities that are located in Italy can offer some or all of their Existing Securities for exchange pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Securities and/or the Offers.

United Kingdom: The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France: The Offers are not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). None of this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offers. None of the Exchange Offer Memorandum, this announcement and any other document or material relating to the Offers have been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.