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Announcement presentation 11 December 2024
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Disclaimer IMPORTANT INFORMATION This presentation (the "Presentation") has been produced by Brinova Fastigheter AB (publ) (the "Company“ or “Brinova”) with assistance from Swedbank AB (publ) (“Swedbank") in connection with Brinova Fastigheter AB (publ)’s planned acquisition of a substantial part of K-Fast Holding AB’s properties. This Presentation has been prepared exclusively for information purposes and does not in itself constitute an offer to sell or a solicitation of an offer to buy any of the shares described herein. By attending a meeting where this Presentation is presented, or by reading the Presentation, you will be deemed to have (i) agreed to all of the following restrictions and made the following undertakings and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of the Presentation. This Presentation has not been approved, reviewed or registered with any public authority or stock exchange. This Presentation is not a prospectus and does not contain the same level of information as a prospectus has not been subject to review or approval by any competent authority. This Presentation is private and confidential, has been furnished to you solely for your information and may not be disclosed, in whole or in part, or summarized or otherwise reproduced, distributed or referred to, in whole or in part, without prior written consent of the Company. Failure to comply with this restriction may constitute a violation of applicable laws, rules or regulations. To the best of the knowledge of the Company and its board of directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof and contains no material omissions likely to affect its import. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company, Swedbank nor any of their parent or subsidiary undertakings or any such person’s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. Actual experience may differ, and those differences can be material. The Company and Swedbank are under no obligation to submit further information to potential investors. The Company does not intend to, and does not assume any obligation to, update or keep current the Presentation. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own investigations and analysis and be solely responsible for forming your own view of the future performance of the Company's business and its current and future financial situation. The content of this Presentation is not to be construed as legal, credit, business, investment or tax advice. Each recipient should consult with its own legal, credit, business, investment and tax advisers to receive legal, credit, business, investment and tax advice. An investment in the Company and shares issued by the Company involves risk, and several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation. This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates or intends to operate. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company, Swedbank or any of their parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. Neither the Company nor Swedbank assumes any obligation to update any forward-looking statements or to conform these forward-looking statements to our actual results. Furthermore, information about past performance given in this Presentation is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance. This presentation does not contain a complete description of the Company or the market(s) in which the Company operates, nor do they provide an audited valuation of the Company. This Presentation as well as any other information provided by or on behalf of the Company in connection herewith is governed by Swedish law. The courts of Sweden shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Presentation. The City Court of Malmö (Sw. Malmö tingsrätt) is court of first instance. 2
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Per Johansson CEO, Brinova CEO since 2016. More than 25 years of experience from the Swedish real estate sector. Previous region head of Klövern and CEO for Dagon and Tribona Jakob Karlsson CEO, K-Fastigheter Founder of K-Fastigheter, CEO since 2010. Board member of Mjöbäcks Entreprenad, Novum Samhällsfastigheter, Swedish Logistic Property and Doxa Today’s presenters AgendaPresenters 1. The Transaction 2. Snapshot of Brinova and K-Fastigheter 3. Transaction rationale and overview 4. Financials 3
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The Transaction1 Transaction rationale and overview3 2 Snapshot of Brinova and K-Fastigheter Financials4
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Transaction overview The result – Brinova will more than double in sizeThe transaction – Property portfolio in exchange for new shares in Brinova Consideration in Brinova shares issued at NAV per share The Acquired Property Portfolio SEK 10.8bn • Brinova will receive a property portfolio of 108 properties in Skåne, Småland and Denmark with a combined property value of SEK 10.8bn(a) (“The Acquired Property Portfolio”). Seller of The Acquired Property Portfolio is K-Fast Holding AB (“K-Fastigheter”) • Total consideration is maximum ~137.4m(b) in newly issued shares in Brinova. The exact number of shares to be determined at the closing date(c) • The valuation of The Acquired Property Portfolio is based on external valuations as of 30 Sep 2024 • The transaction is subject to customary regulatory approvals • K-Fastigheter has received exemption from the Swedish Securities Council to launch a mandatory public offer for Brinova • New Brinova will be focused on residential and community service real estate in the Öresund Region • New K-Fastigheter will operationally primarily be focused on property development • Both companies will continue to be listed on Nasdaq Stockholm • New K-Fastigheter will control a maximum of 58.4% of the capital and votes in Brinova post transaction • New K-Fastigheter aims to distribute the shares in Brinova to shareholders in New K- Fastigheter in the future, provided that the possibility is granted • New Brinova has a pro forma LTV of 60.5% and NAV of SEK 7.5bn • Shareholder support in Brinova from Backahill and Balder for the transaction amount to 71.4% of the votes • Shareholder support in K-Fastigheter from Erik Selin Fastigheter AB and Jacob Karlsson AB for the transaction amount to 73.3% of the votes Note: (a) Three ongoing projects (forward funded where K-Fastigheter is responsible for completion) are included in the SEK 10.8bn. Book value of The Acquired Property Portfolio as of 30 Sep 202 4 amounts to SEK 10.1bn, for further reference please see p.18. (b) The distribution of A and B shares to reflect Brinova’s current relation. (c) Share consideration limited to a maximum of 27.0m A shares and 110.4m B shares, in total 137.4m shares in Brinova Source: Company information Property value, SEKbn 8.4 10.8 8.4 10.8 Brinova The Acquired Property Portfolio New Brinova 19.2 5
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Key transaction rationale Significant geographic overlap in the attractive Öresund Region with the new property portfolioI. Creating a leading Swedish residential real estate companyIV. Economies of scale due to more than doubling of the property value to SEK 19.2bn III. 6 Focused geographical footprint enabling strengthened operating leverageII. Potential for increased share liquidity from larger market cap, inclusion in indices etc.V.
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Indicative timetable 11 December Signing of the Transaction February EGM notification March EGM – decision to issue new shares in Brinova 1 April Closing of the Transaction 7
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The Transaction1 Transaction rationale and overview3 2 Snapshot of Brinova and K-Fastigheter Financials4
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SEK 8.4bn property value 345.4k sq.m. lettable area 123 number of properties 64.6% NOI margin (LTM Q3’24) SEK 576.3m rental value • Brinova is a Swedish property company whose business is to own, develop and manage properties • The portfolio is located in South Sweden • Community service and residential properties make up 77% of the total contracted rent while Commercial account for the rest • Other then residential tenants are mainly public services (municipality and region) The company's shares have been traded on the NASDAQ Mid Cap since 4 Jan 2021. The company was initially listed on NASDAQ First North 30 Sep 2016 • CEO: Per Johansson • Chairman: Erik Selin 4.6% vacancy SEK 1,562 residential rental value/sq.m. 60.5% net LTV 1.8x ICR (LTM Q3’24) SEK 24.5k property value/sq.m. Commercial 23% Community service 38% Residential 39% SEK 113m IFPM (Q1-3’24) 5.3% reported yield (residential 4.7%) Göta 1, Helsingborg Brinova at a glance Property example Contracted rent splitIntroduction to Brinova KPIs (Q3’24) SEK 539.4m West 65% East 35% SEK 539.4m Split by customer segment Geographical split (100% South Sweden) Source: Company information, Brinova Q3’24 report 9
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SEK 12.6bn property value within Property Management 359.7k sq.m. lettable area 120 number of properties within Property Management 65.5% NOI margin (LTM Q3’24) SEK 655.2m rental value • K-Fastigheter is a Swedish development and property management company • K-Fastigheter has a strong position in the Öresund Region and in selected cities in South, West and East Sweden • Consist of two business segment: Construction (74% of Q1-3’24 income) and Property Management (26% of Q1-3’24 income) • During the period 2019-Q3’24, 81% of the profit has come from Construction and 19 % from Property Management • K-Fastigheter was initially listed on NASDAQ Mid Cap 29 Nov 2019 • CEO: Jacob Karlsson • Chairman: Erik Selin 4.7% vacancy SEK 1,821 rental value/sq.m. 61.0% net LTV 1.5x ICR (LTM Q3’24) SEK 35.0k property value/sq.m. SEK 102m profit from Property Management (Q1-3’24) 4.4% reported yield Tennisvägen 6, Höör K-Fastigheter at a glance Property example Rental value split within Property Management (26% of income)Introduction to K-Fastigheter KPIs (Q3’24) Rental value by geography Rental value by category Residential 92% Commercial 8% South 76% West 13% East 11% SEK 655.2m SEK 655.2m Source: K-Fastigheter, K-Fastigheter Q3’24 report 10
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The Transaction1 Transaction rationale and overview3 2 Snapshot of Brinova and K-Fastigheter Financials4
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Selected propertiesFinancials (Q3’24) SEK 10.8bn property value(a) 304.4k sq.m. lettable area SEK 35.3k property value/sq.m. 59.7% net LTV at completion(b) 5.1% Vacancy(c) 108/4,279 number of properties/apartments SEK 1,898 residential rental value/sq.m. 4.4% valuation yield(d) The Acquired Property Portfolio constitutes the vast majority of K-Fastigheter’s property portfolio in South Sweden Residential 93% Commercial 7% Contracted rent by category Hässleholm 21% Helsingborg 16% Kristianstad 13% Växjö 13% Malmö 11% Other 25% Rental value by geography SEK 563.8m SEK 534.9m Note: The Acquired Property Portfolio currently consist of 108 properties of which 3 properties under construction in Copenhagen, Helsingborg and Malmö. All figures include properties under construction (rental value of SEK 67m) unless otherwise stated (a) Three ongoing projects (forward funded where K-Fastigheter is responsible for completion) are included in the SEK 10.8bn. Book value of The Acquired Property Portfolio as of 30 Sep 202 4 amounts to SEK 10.1bn, for further reference please see p.18. (b) Assuming LTV at completion for the 3 properties under construction of 57.3%. (c) Including properties that has recently been completed excluding ongoing projects. (d) Volume weighted average yield based on external valuations as of 30 Sep 2024 Source: Company information The Acquired Property Portfolio in brief 1/2 Värnhem 2, HässleholmAmerika Södra 27, Helsingborg Söderberg 1, Kristianstad Dammsnäckan 2, Malmö 12 65% of properties completed after 2019 KPIs (Q3’24)
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Three ongoing forward funded projects are included in The Acquired Property Portfolio Note: Three ongoing projects (forward funded where K-Fastigheter is responsible for completion) are included in the SEK 10.8bn. Book value of The Acquired Property Portfolio as of 30 Sep 202 4 amounts to SEK 10.1bn, for further reference please see p.18. Viktoria 22 in Helsingborg was a completed property in K-Fastigheter as of 30 Sep 2024, but is now one of three forward funded projects Source: Company information The Acquired Property Portfolio in brief 2/2 13 Pederstrup By 1, Copenhagen Skjutskontoret 3, Malmö Viktoria 22, Helsingborg Total sq.m 11,054 Total apartments 153 Total sq.m 8,997 Total apartments 154 Expected completion Q3’26 Expected completion Q2-Q4’25 Total sq.m 3,128 Total apartments 41 Expected completion Q4’26- Q1’27
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New Brinova at a glance – leading Swedish residential real estate company 231 number of properties at completion(c) 649.8k sq.m. lettable area at completion 60.5% net LTV(b) SEK 29.6k property value/sq.m. at completion Introduction to New Brinova KPIs (Pro forma Q3’24) SEK 1,711 residential rental value/sq.m.(b) 4.8% valuation yield(d) at completion • One of the largest listed residential real estate companies in Sweden • Operating leverage due to high degree of geographical overlap • Initial cost increase for central administration is expected to be limited • Combined property portfolio entails an attractive mix of predominantly residential properties • Pro forma NAV of New Brinova as of 30 Sep 2024 is SEK 7.5bn • CEO: Per Johansson • Chairman: Erik Selin 19.2bn property value(a) SEK 1,008m contracted rent(b) SEK 1,073m rental value(b) Note: At completion includes the three projects as if they were completed 30 Sep 2024. (a) Three ongoing projects (forward funded where K-Fastigheter is responsible for completion) are included in the SEK 10.8bn. Book value of The Acquired Property Portfolio as of 30 Sep 2024 amounts to SEK 10.1bn, for further reference please see p.18. (b) Including properties that has recently been completed excluding ongoing projects. (c) Viktoria 22 in Helsingborg was a completed property in K-Fastigheter as of 30 Sep 2024, now a forward funded project. (d) Volume weighted average yield based on external valuations as of 30 Sep 2024 Source: Company information Geographic overview of Brinova and The Acquired Property Portfolio Contracted rent and property value splits (Pro forma Q3’24) Old Brinova The Acquired Property Portfolio Residential 64% Commercial 16% Community service 20% Brinova 8.4 The Acquired Property Portfolio 10.8 Contracted rent by category SEK 1,008m Property value (SEKbn) SEK 19.2bn Geographical overlap in Helsingborg, Höör, Kristianstad, Kävlinge, Landskrona, Malmö and Åhus 14 1.7x ICR(b) SEK 187m IFPM (Q1-3’24)(b) One property under construction in Copenhagen (a) 5.2% vacancy(b) Both administrative offices and properties
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24.5 19.2 15.0 13.9 13.7 13.3 13.0 9.0 8.4 7.0 4.8 Sveafastigheter New Brinova K-Fastigheter John Mattson Neobo HEBA Trianon Klarabo Brinova Genova Fortinova Benchmarking vs. peers – significant increase in size Brinova’s property portfolio will more than double after the transaction Property value, SEKbn Portfolio of SEK 10.8bn(a) in property value will be transferred to Brinova Note: (a) Three ongoing projects (forward funded where K-Fastigheter is responsible for completion) are included in the SEK 10.8bn. Book value of The Acquired Property Portfolio as of 30 Sep 202 4 amounts to 10.1bn, for further reference please see p.18 Source: Company information, Quarterly reports 15
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7 Capitalisation table Largest owners Capital % Votes % Backahill AB 24.0% 40.0% Fastighets AB Balder 18.9% 31.4% Familjen Hofmann 10.4% 11.7% Tor-Björn Bengtsson 7.7% 2.8% Länsförsäkringar Fonder 5.0% 1.8% SEB Investment Management 4.4% 1.6% First Fondene 3.0% 1.1% ODIN Fonder 2.8% 1.0% Lannebo Kapitalförvaltning 2.4% 0.9% PriorNilsson Fonder 2.1% 0.8% Top-10 total 80.6% 93.0% Largest owners Capital % Votes % Erik Selin Fastigheter AB 32.4% 37.1% Jacob Karlsson AB 31.1% 36.2% Capital Group 7.4% 5.4% Fjärde AP-fonden 4.1% 3.0% Länsförsäkringar Fonder 3.9% 2.9% ODIN Fonder 2.4% 1.7% First Fondene 2.1% 1.5% Andra AP-fonden 1.9% 1.4% Handelsbanken Fonder 1.6% 1.2% Tredje AP-fonden 1.5% 1.1% Top-10 total 88.4% 91.5% Illustrative example – post intended dividendPre transaction Note: Based on Brinova NAV per share of SEK 32.46, The Acquired Property Portfolio NAV of 4.3bn and total newly issued s hares in Brinova of 137.4m Source: Holdings, Company information 16 Post transaction 7 7 Largest owners Capital % Votes % Erik Selin Fastigheter AB 18.4% 18.4% Jacob Karlsson AB 18.1% 17.8% Backahill AB 10.0% 16.6% Fastighets AB Balder 7.8% 13.1% Familjen Hofmann 4.8% 5.4% Capital Group 4.2% 4.2% Länsförsäkringar Fonder 4.3% 3.0% Fjärde AP-fonden 2.3% 2.3% ODIN Fonder 2.5% 1.8% First Fondene 2.4% 1.6% SEB Investment Management 2.3% 1.2% Tor-Björn Bengtsson 3.2% 1.2% Andra AP-fonden 1.1% 1.1% Handelsbanken Fonder 1.1% 1.0% Tredje AP-fonden 0.8% 0.8% Carnegie Fonder 1.0% 0.7% Futur Pension 0.6% 0.5% Sara Mindus 0.4% 0.4% Swedbank Robur Fonder 0.4% 0.4% Lannebo Kapitalförvaltning 1.0% 0.4% Top-20 total 86.9% 91.8% Largest owners Capital % Votes % K-Fastigheter 58.4% 58.4% Backahill AB 10.0% 16.6% Fastighets AB Balder 7.8% 13.1% Familjen Hofmann 4.3% 4.9% Tor-Björn Bengtsson 3.2% 1.2% Länsförsäkringar Fonder 2.1% 0.8% SEB Investment Management 1.8% 0.7% First Fondene 1.2% 0.4% ODIN Fonder 1.1% 0.4% Lannebo Kapitalförvaltning 1.0% 0.4% PriorNilsson Fonder 0.9% 0.3% Nordea Liv & Pension 0.5% 0.2% Carnegie Fonder 0.4% 0.2% Jacob Karlsson AB 0.4% 0.2% Henry Dunkers Stiftelse 0.4% 0.2% Catella Property IM 0.3% 0.1% Dala Marknad AB 0.3% 0.1% Gillesvik 0.2% 0.1% Anders Bengtsson 0.2% 0.1% PAM Capital AB 0.2% 0.1% Top-20 total 94.9% 98.2%
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The Transaction1 Transaction rationale and overview3 2 Snapshot of Brinova and K-Fastigheter Financials4
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The Acquired Property Portfolio financials Source: Company information, K-Fastigheter SEKm Q1-3 2024 Rental income 320.9 Other income 4.6 Operating costs -131.0 Gross profit 194.5 Central administration -0.5 D&A -0.3 Profit from participations in associated and jointly controlled companies 0.0 Net financial items -120.3 Profit before changes in value 73.4 Balance sheetIncome statement SEKm 30 Sep 2024 Assets Investment properties 10,076.7 Other non-current assets 21.6 Total non-current assets 10,098.3 Current assets 320.9 Total assets 10,419.2 Equity and liabilities Equity 3,681.6 Deferred tax liability 666.1 Non-current interest-bearing liabilities 4,765.7 Other non-current liabilities 21.8 Total non-current liabilities 5,453.6 Current interest-bearing liabilities 1,189.7 Other current liabilities 94.3 Total non-current liabilities 1,284.0 Total Equity and Liabilities 10,419.2 18
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New Brinova pro forma financials Note: Pro forma assuming Brinova owning The Acquired Property Portfolio since 1 January 2024. Does not take any acquisition effects into account Source: Company information, K-Fastigheter SEKm Q1-3 2024 Rental income 727.5 Other income 5.9 Operating costs -272.5 Gross profit 460.9 Central administration -21.0 D&A -0.8 Profit from participations in associated and jointly controlled companies 0.0 Net financial items -252.4 Profit before changes in value 186.7 Balance sheetIncome statement SEKm 30 Sep 2024 Assets Investment properties 18,524.8 Other non-current assets 70.0 Total non-current assets 18,594.8 Current assets 428.6 Total assets 19,023.4 Equity and liabilities Equity 6,529.0 Deferred tax liability 1,031.9 Non-current interest-bearing liabilities 6,657.1 Other non-current liabilities 111.4 Total non-current liabilities 7,800.4 Current interest-bearing liabilities 4,467.8 Other current liabilities 226.2 Total non-current liabilities 4,694.0 Total Equity and Liabilities 19,023.4 19
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Consolidated K-Fastigheter pro forma financials Note: Brinova consolidated into K-Fastigheter Source: Company information, K-Fastigheter SEKm Q1-3 2024 Rental income 859.5 Other income 369.1 Operating costs -587.7 Gross profit 640.9 Central administration -75.5 D&A -46.1 Profit from participations in associated and jointly controlled companies 9.2 Net financial items -336.8 Profit before changes in value 191.7 Balance sheetIncome statement SEKm 30 Sep 2024 Assets Investment properties 23,461.0 Other non-current assets 2,165.6 Total non-current assets 25,626.6 Current assets 627.9 Total assets 26,254.5 Equity and liabilities Equity 8,386.3 Deferred tax liability 1,909.3 Non-current interest-bearing liabilities 8,955.0 Other non-current liabilities 224.2 Total non-current liabilities 11,088.5 Current interest-bearing liabilities 6,127.4 Other current liabilities 652.3 Total non-current liabilities 6,779.7 Total Equity and Liabilities 26,254.5 20
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Thank you