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KMC Properties ASA

Notice of Dividend Amount Nov 6, 2024

3645_rns_2024-11-06_d1384882-afcb-4787-a923-8c87222b76f4.pdf

Notice of Dividend Amount

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IMPORTANT INFORMATION – PLEASE READ CAREFULLY – ACTIONS TO BE CONSIDERED

6 November 2024

Dear KMC Properties ASA shareholder,

INFORMATION REGARDING THE DISTRIBUTION OF THE REMAINING CONSIDERATION SHARES

1 BACKGROUND

Reference is made to the stock exchange announcement made by KMC Properties ASA ("KMCP" or the "Company") on 14 June 2024 regarding the transaction agreed with Logistea AB (publ.) ("Logistea"), whereby Logistea was to combine with KMCP (the "Transaction") by acquiring all of the operations in the KMC Properties group and pay consideration to KMCP in the form of 16,263,577 newly issued A-shares and 214,551,706 newly issued B-shares in Logistea (the "Consideration Shares"). The Consideration Shares are admitted to trading on Nasdaq Stockholm. Furthermore, reference is made to the stock exchange announcement made by KMCP on 3 July 2024 regarding the distribution of Consideration Shares to the shareholders of the Company, including the information letter enclosed to the announcement relating to the First Distribution Shares (as defined below).

In the second half of July 2024, the Company distributed Consideration Shares corresponding to an amount of NOK 2,665,000,000 (the "First Distribution Shares") as dividend in kind to the shareholders of the Company as of 5 July 2024 (as registered in the Euronext Securities Oslo ("VPS") on 9 July 2024).

The remaining Consideration Shares held by the Company are planned to be distributed on the basis of an audited interim balance sheet dated 11 October 2024, provided that the Company has sufficient dividend capacity to distribute all of the remaining Consideration Shares. As described in the notice of the extraordinary general meeting to be held on 12 November 2024 (the "EGM"), the board of directors has proposed for the EGM to adopt a resolution to distribute assets as dividend in kind for NOK 1,354,009,465.93 to the Eligible Shareholders (as defined below) in the form of A-shares and B-shares in Logistea (the "Second Distribution Shares").

The purpose of this letter is to give shareholders in KMCP information about the procedures to receive the Second Distribution Shares following the EGM.

2 DISTRIBUTION OF THE SECOND DISTRIBUTION SHARES

Subject to approval by the EGM, the Company will distribute the Second Distribution Shares as dividend in kind to the shareholders of the Company as of 12 November 2024 (as registered in VPS on 14 November 2024) (the "Eligible Shareholders"), corresponding to a NOK amount of up to 1,354,009,465.93, i.e. up to NOK 3.249 per KMCP share.

If the total value of the Company's A-shares and B-shares in Logistea exceeds NOK 1,354,009,465.93, the Company shall distribute A-shares and B-shares in Logistea corresponding to the total amount of NOK 1,354,009,465.93, and any remaining Logistea shares held by the Company can be divested by the Company at a suitable time. If the total value of the Company's A-shares and B-shares in Logistea at the time of the distribution equals a lower amount than NOK 1,354,009,465.93, assets for the lower amount shall be distributed.

As Logistea is a Swedish public limited company listed on Nasdaq Stockholm, the Consideration Shares are registered with Euroclear Sweden AB, the Swedish Central Securities Depository ("VPC"), with ISIN SE0017131329 for the Logistea A-shares and ISIN SE0017131337 for the Logistea B-shares, while the shares in KMCP are registered with VPS. As the Consideration Shares have been issued through the VPC, the Company will not be able to distribute the Second Distribution Shares to its Eligible Shareholders through the VPS system.

Eligible Shareholders will have two alternative options with respect to the receipt of the Second Distribution Shares.

Option 1 – Receipt of the Second Distribution Shares on a Swedish deposit account (Sw.: "Depåkonto")

Eligible Shareholders that would like to receive the Second Distribution Shares directly must have access to a Swedish deposit account (Sw.: "Depåkonto").

Eligible Shareholders to the Second Distribution Shares who received the First Distribution Shares on a Swedish deposit account in connection with the distribution of the First Distribution Shares in July 2024 and who would like to receive the Second Distribution Shares on the same Swedish deposit account shall not take any further action.

Eligible Shareholders that do not have a Swedish deposit account must reach out to a bank or broker and request them to open a Swedish deposit account or provide the Eligible Shareholder with information about a Swedish deposit account on which the Second Distribution Shares can be placed to the benefit of the Eligible Shareholder.

The Company suggest that Eligible Shareholders who (i) do not have a Swedish deposit account, and (ii) prefer to receive the Second Distribution Shares on a Swedish deposit account, reach out to the bank or broker currently providing them with a VPS account (Norw.: "Kontofører") for their holding of KMCP shares as soon as possible to arrange for a Swedish deposit account.

Eligible Shareholders who (a) wish to receive the Second Distribution Shares on another Swedish deposit account than the account used in connection with the distribution of the First Distribution Shares, (b) have converted their Norwegian Depository Receipts to underlying Logistea Shares, or (c) received Norwegian Depository Receipts in connection with the distribution of the First Distribution Shares, and who would like to receive the Second Distribution Shares on a Swedish deposit account must complete the form included in Appendix 1 and send this to [email protected] prior to 15 November 2024 at 23:59 CET.

Eligible Shareholders who complete and submit the form referred to above prior to the above deadline are expected to receive their Second Distribution Shares on or about 22 November 2024.

In addition, and prior to the receipt of the Second Distribution Shares, all Eligible Shareholders choosing this option 1 must contact their bank or broker and inform that they are expecting to receive the Second Distribution Shares on the Swedish deposit account filled out in Appendix 1 by the Eligible Shareholder.

Fractions of the Second Distribution Shares shall not be distributed, and the number of Second Distribution Shares to each Eligible Shareholder shall be rounded down to the nearest whole number of Second Distribution Shares of each class. Since fractions of Second Distribution Shares represent a small value compared to the cost

of distributing cash compensation for such fractions, these will not be compensated through cash payments to the Eligible Shareholders.

Option 2 – Receipt of the Norwegian Depository Receipts

Eligible Shareholders (other than the Eligible Shareholders who received the First Distribution Shares on a Swedish deposit account in connection with the distribution of the First Distribution Shares) who do not complete and submit the form included in Appendix 1 to [email protected] by 15 November 2024 are expected to receive Norwegian Depository Receipts ("NDRs") for their Second Distribution Shares on the same VPS account as they hold their KMCP shares as of 12 November 2024 (as shown in VPS on 14 November 2024).

Eligible Shareholders who did not receive the First Distribution Shares on a Swedish deposit account in connection with the distribution of the First Distribution Shares in July 2024 and who would like to receive their Second Distribution Shares in the form of NDRs do not have to take any action.

The NDRs represent the beneficial interests in the underlying Second Distribution Shares which will be held in deposit by DNB Markets, a part of DNB Bank ASA ("DNB Markets"). DNB Markets will also act as the issuer of the NDRs. Each NDR will represent either one Logistea A-share or one Logistea B-share. The two classes of NDRs will be issued in VPS under Norwegian ISIN numbers. The holders of NDRs will not be able to exercise direct shareholder rights in Logistea. Holders of NDRs must exercise their shareholder rights through DNB Bank ASA which in turn will instruct the Swedish custodian holding the Logistea shares.

The NDRs will be transferable, but will not be listed on Nasdaq Stockholm or any other marketplace. To receive the underlying Logistea shares represented by the NDRs, each Eligible Shareholder must following receipt of NDRs contact DNB Markets Securities Services, Norway branch, to have them exchanged for Logistea shares and transferred to a Swedish deposit account. Based on the currently applicable price list from DNB Markets, such conversion will entail a cost of approx. NOK 1,500 (plus any costs pertaining to the Swedish deposit account arrangement).

Eligible Shareholders receiving NDRs representing their Second Distribution Shares are expected to receive their NDRs on or about 22 November 2024.

Fractions of NDRs shall not be distributed, and the number of NDRs to each Eligible Shareholder shall be rounded down to the nearest whole number of NDRs of each class. Since fractions of NDRs represent a small value compared to the cost of distributing cash compensation for such fractions, these will not be compensated through cash payments to the Eligible Shareholders.

* * *

Any questions regarding the above may be directed to DNB Markets Securities Services, Sweden branch, at phone number +46 8 473 45 50 or by e-mail at [email protected].

Yours sincerely,

KMC Properties ASA

Appendix 1

FORM FOR SWEDISH DEPOSIT ACCOUNT INFORMATION

SWEDISH DEPOSITORY ACCOUNT INFORMATION FORM SECOND DISTRIBUTION SHARES

For use when choosing a Swedish depository account for the receipt of the Second Distribution Shares to be received in connection with the Transaction.

Settlement Advisor:

DNB Markets, a part of DNB Bank ASA, Sweden Branch DNB Markets Securities Services Regeringsgatan 59, 105 88 Stockholm +46 8 473 45 50 [email protected]

Shareholders who received the First Distribution Shares in July 2024 and who are eligible to receive the Second Distribution Shares in November 2024 do not need to submit this Form. The Second Distribution Shares will by default be delivered to the same depository account as the First Distribution Shares were delivered to.

ACCEPTANCE DEALINE: Eligible Shareholders must (i) have contacted their relevant bank/broker and completed the set-up of a Swedish depository account and (ii) properly completed this Information Form and submitted it to [email protected] prior to Friday [15] November 2024 23:59 hours (CET), to be able to receive the Second Distribution Shares on their stated Swedish depository account.

REQUIRED INFORMATION ON THE ELIGIBLE SHAREHOLDER – ALL FIELDS MUST BE COMPLETED

Full name of Eligible Shareholder.
Personal
identification
number,
or,
Company
registration number.
Contact details, phone, and e-mail address.
VPS account number for current holding of KMC
Properties ASA shares.
State your depositary account number for foreign
securities.
To
confirm
the
account
number
together with the Standard Settlement Instructions
please contact your bank, broker, custodian or
financial adviser.
Bank name and bank's Standard Settlement
Instructions (SSI).
Contact details to the person/team at the receiving
bank/custodian (e-mail address preferred).
Mandatory for non-Swedish banks.

INSTRUCTIONS TO DNB CLIENTS: If you have an account for foreign shares with DNB ("VPU" or "ASK" account) please provide the account number or request the account number from [email protected]. If you wish to open an account with DNB, please log on to www.dnb.no and complete the following steps:

  • Go to "savings and investments" -> "equity trading" -> "international trade" -> click "establish international trading".
  • Once established, confirm registration to [email protected] simultaneously of submitting this Information Form.
  • If you are having issues with the account opening, please contact +47 915 08940 or email [email protected].

THE UNDERSIGNED HEREBY ACCEPTS TO RECEIVE THE SECOND DISTRIBUTION SHARES IN LOGISTEA TO BE DISTRIBUTED BY KMC PROPERTIES ASA ON A SWEDISH DEPOSIT ACCOUNT HELD BY THE UNDERSIGNED. IN THIS REGARD, I/WE DECLARE AS FOLLOWS TO DNB MARKETS SECURITIES SERVICES SWEDEN:

    1. DNB Markets Securities Services Sweden is given irrevocable authority to transfer the Second Distribution Shares, the number of Second Distribution Shares being rounded down to the nearest whole number of Second Distribution Shares of each class, without any cash compensation for any fractions, to be distributed to the undersigned as dividend in kind pursuant to the decision of the extraordinary general meeting in the Company to be held on 12 November 2024 to the undersigned's Swedish deposit account.
    1. The undersigned hereby confirms that the above-mentioned depositary account is eligible to receive and hold Swedish securities delivered in Euroclear Sweden VPCSSESS by Delivering Agent: DNBASESXXXX, BIC: DNBASESXXXX and Settlement method: Free-of-Payment (FOP). ISIN codes: Logistea Ashares SE0017131329 and Logistea B-shares SE0017131337.
    1. The undersigned accepts that if DNB Markets Securities Services Sweden is unable to deliver the Second Distribution Shares to the above-mentioned depositary account, the Second Distribution Shares will be returned to KMC Properties ASA and subsequently distributed as Norwegian Depository Receipts.

On the terms and conditions set forth in this Information Form, the undersigned KMC Properties ASA shareholder hereby confirms the request to have the Second Distribution Shares to be distributed to the shareholder's Swedish deposit account.

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