Olav Thon Eiendomsselskap ASA

M&A Activity • Dec 19, 2025

Update on acceptances under the voluntary offer by Thon Gruppen AS to acquire all outstanding shares in Olav Thon Eiendomsselskap ASA

Update on acceptances under the voluntary offer by Thon Gruppen AS to acquire all outstanding shares in Olav Thon Eiendomsselskap ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 19 December 2025

Reference is made to the stock exchange announcement published on 4 December 2025 regarding the publication of the offer document dated 3 December 2025 (the "Offer Document") and launch of the acceptance period for the voluntary offer (the "Offer") by Thon Gruppen AS (the "Offeror") to acquire all issued and outstanding shares (the "Shares") in Olav Thon Eiendomsselskap ASA (the "Company") at an offer price of NOK 335 per Share. Reference is further made to the stock exchange announcement published by the Company on 18 December 2025 regarding the extension of the acceptance period until 5 January 2026 at 16:30 (CET).

As of 16:30 (CET) on 18 December 2025, and subject to customary verification, the Offeror has received acceptances of the Offer for a total of 26,755,990 Shares, representing approximately 26.4 per cent of all Shares and votes. The Offeror currently owns 68,674,000 Shares, representing a total of 67.67 per cent of all outstanding Shares and votes. Subject to settlement under the Offer, the Offeror will hold, through received acceptances and owned Shares, a total of 95,429,990 shares, representing approximately 94 per cent of all outstanding Shares and votes.

The Offer is only capable of being accepted pursuant to the Offer Document, and the complete terms and conditions for the Offer, including a description of the procedures for accepting the Offer, are set out in the Offer Document. The Offer Document is available at the webpage of ABG Sundal Collier ASA (subject to regulatory restrictions in certain jurisdictions): https://www.abgsc.com/ongoing-transactions/voluntary-offer-in-olav-thon.

Advisors:

ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its affiliates in connection with the Offer. Advokatfirmaet CLP DA is acting as legal advisor to the Offeror and its affiliates in connection with the Offer.

Contacts:

Arne B. Sperre

Telephone: +47 92 69 76 22

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IMPORTANT INFORMATION

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction in which such would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review "Notice to U.S. Holders" below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is for information purposes only and is not a tender offer document and, as such, is not intended to or does not constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements including timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. To the extent that the Offeror discloses any information about any purchases of Shares or any related securities outside of the tender offer in Norway, it will publicly disclose the same information in the United States. The financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.