NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER COUNTRY OR JURISDICTION TO WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE ADDITIONAL DOCUMENTATION TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER ACTIONS TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW.

Reference is made to the press release published by Bonava on 20 December 2023, in which Bonava announced (i) that its Board of Directors has resolved on a fully guaranteed rights issue of Class A shares and Class B shares of approximately, but no less than, SEK 1,020 million with preferential rights for existing shareholders, (ii) that the Company has on certain conditions reached an agreement with its lenders regarding an extension of its senior credit facilities, and (iii) that the Company intends to initiate a written procedure regarding the Company's outstanding bond loan, to seek the Noteholders' approval to amend the terms and conditions of the Notes.

Bonava has instructed Nordic Trustee & Agency AB (publ) as agent under the Notes (the "Agent") to instigate a written procedure in accordance with the terms and conditions of the Notes to request the Noteholders to approve certain amendments to the terms and conditions of the Notes, as set out in a notice of written procedure (the "Written Procedure"). The proposed amendments include, among other things:

(a)     an extension of the original maturity date of the Notes;

(b)     an increase of the margin;

(c)     an inclusion of two mandatory redemption instalments of SEK 120 million each;

(d)     an option for the Company to make voluntary redemptions at a certain percentage of the nominal amount; and

(e)     a security package ranking pari passu with the lending banks.

A Noteholder voting on or prior to 15.00 CET on 9 January 2024, will receive an early consent fee equal to 0.50 per cent of the nominal amount of each Note if the request is approved.

For full details of the proposed amendments, please refer to the notice of the Written Procedure which is available on the Company's website bonava.com (http://www.bonava.com/)

The Company has received voting undertakings from Noteholders representing approximately 63 per cent. of the adjusted nominal amount of the Notes to vote in favour of the request in the Written Procedure.

The outcome of the Written Procedure will be announced by way of a press release in connection with the conclusion of the Written Procedure. The voting record date is 29 December 2023 and the last day for voting in the Written Procedure is 12 January 2024.

For more information, please contact:

Lars Granlöf, CFO
lars.granlof@bonava.com
Tel: +46 790631609

Bonava is a leading residential developer in Europe with the purpose to create happy neighbourhoods for the many. The company is the first residential developer in Europe to receive approval from the Science Based Targets initiative for its climate targets. With its 1,600 co-workers, Bonava develops residential housing in Germany, Sweden, Finland, Estonia, Latvia and Lithuania, and had net sales of approximately SEK 14 Bn in 2022. Bonava's shares and green bond are listed on Nasdaq Stockholm.

For more information about us, visit: bonava.com (http://www.bonava.com/)

IMPORTANT INFORMATION

The publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release in certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in such jurisdictions where this press release has been published or distributed should inform themselves and abide by such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in the respective jurisdiction.

This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, bonds or other securities in Bonava in the United States or otherwise. Invitation to the persons concerned to subscribe for shares, bonds or other securities in Bonava will only be made by means of the prospectus that Bonava intends to publish on the Company's website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, certain financial information as well as information regarding the Company's executive management and board of directors. This press release has not been approved by any regulatory authority and does not constitute a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus to be published. 

This press release is not directed to persons located in the United States (including its territories, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where the offer or sale of shares or other securities is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measure in addition to what is required under Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require additional prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended, (the "Securities Act") or laws applicable in other jurisdictions. No shares or other securities have been or will be registered under the Securities Act, or with any other regulatory authority of any state or other jurisdiction of the United States and no shares or other securities may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of shares or other securities is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.

This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within the definition of "professional investors" in Article 19(2) of the British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this press release may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment to which this press release relates will only be available to and will only be directed to and distributed to relevant persons. Any person who is not a relevant person should not take any action based on this press release, nor act or rely on it.

This press release is being distributed and directed to states within the European Economic Area, only to those persons who are qualified investors under Regulation (EU) 2017/1129 (the "Prospectus Regulation") in such member state, and such other persons as this press release may be addressed on legal grounds. No person that is not a relevant person or qualified investor may act or rely on this press release or any of its content.

To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as "will", "expect", "believe", "estimate", "intend", "anticipate" and similar expressions. Such statements express Bonava's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and forecasts that Bonava has made to the best of its ability, but which Bonava does not claim will be correct in the future. Forward-looking statements are associated with risks and uncertainties that are difficult to predict and cannot, in general, be influenced by Bonava. It should be noticed that actual events or outcomes may differ materially from those covered by, or expressed in, the forward-looking statements.

The information, opinions and forward-looking statements included in this press release speak only as of its date and are subject to change without notice.