Public Property Invest

Share Issue/Capital Change • Nov 12, 2025

Public Property Invest ASA: Private Placement in connection with acquisition of social infrastructure portfolio from SBB successfully placed

Public Property Invest ASA: Private Placement in connection with acquisition of social infrastructure portfolio from SBB successfully placed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,

IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR

JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL.

Reference is made to the stock exchange announcement made by Public Property

Invest ASA ("PPI" or the "Company") on 11 November 2025 regarding the launch

of a private placement to raise gross proceeds of up to approximately NOK

3,534 million (the "Private Placement"), in connection with the acquisition of

a social infrastructure portfolio from Samhällsbyggnadsbolaget i Norden AB

("SBB"), (the "SocialCo Transaction").

The Company is pleased to announce that the Private Placement has been

successfully placed, raising gross proceeds of approximately NOK 3,534 million

through the allocation of 153,646,693 new ordinary shares in the Company (the

"Offer Shares") at a subscription price of NOK 23 per share (the "Subscription

Price").

The following primary insiders and senior employees were conditionally

allocated Offer Shares in the Private Placement:

* Sven-Olof Johansson, board member, has been allocated 1,000,000 Offer Shares

for a subscription amount of NOK 23 million through Compactor Fastigheter

AB.

* André Gaden, CEO, has been allocated 8,695 Offer Shares for at total

subscription amount of approximately NOK 200,000.

* Ylva Görranson, CFO, has been allocated 43,478 Offer Shares for a total

subscription amount of approximately NOK 1 million.

* Tone Omsted, EVP IR and Corporate Finance, has been allocated 43,478 Offer

Shares for a total subscription amount of approximately NOK 1 million

through Vilhen AS.

* Cathrine Nordal Hansli, Head of Transactions, has been allocated 43,478

Offer Shares for a total subscription amount of approximately NOK 1 million.

* APG Invest AS, a wholly owned subsidiary of Aker ASA and a legal person

closely associated with board member of the Company, Jens-Fredrik Jalland,

has been allocated 56,818,629 Offer Shares in the Private Placement for at

total subscription amount of NOK 1,306,828,467.

Please see the attached form of notification and public disclosure for further

information.

The net proceeds from the Private Placement will be used for part financing of

the SocialCo Transaction and for general corporate purposes.

Notification of conditional allocation in the Private Placement is expected to

be distributed by the Managers on 12 November 2025.

Settlement and conditions

DVP settlement of the Private Placement is expected to be settled with

68,836,563 Offer Shares, equal to the number of new shares that may be listed

on the Euronext Oslo Børs without a listing prospectus, to be resolved issued

by the EGM and prefunded by the Managers pursuant to a pre-funding agreement

entered into between the Managers and the Company (the "Pre-funding

Agreement"), and the remaining Offer Shares (excluding the shares allocated to

APG Invest AS in the Private Placement) is expected to be settled with

existing and unencumbered shares in the Company that are already listed on

Euronext Oslo Børs, pursuant to a share lending agreement entered into between

APG Invest AS, SBB, the Managers and the Company (the "Share Lending

Agreement"), as soon as the Conditions (as defined below) are fulfilled.

Completion of the Private Placement is subject to (i) an extraordinary general

meeting of the Company (the "EGM") resolving to (a) issue the Offer Shares,

(b) authorize the Company's board of directors (the "Board") to carry out the

Subsequent Offering (as defined below), and (c) approve the SocialCo

Transaction by issuing the consideration shares to SBB in the SocialCo

Transaction (the "Consideration Shares") (limbs (a) - (c) together; the "EGM

Resolutions"), (ii) the completion of the SocialCo Transaction, (iii) the

allocated Offer Shares having been fully paid, (iv) the share capital increase

pertaining to the issuance of the Offer Shares being registered with the NRBE;

and (vi) the Share Lending Agreement and Pre-funding Agreement remaining

unmodified and in full force and effect pursuant to its terms and conditions

(jointly the "Conditions").

The completion of the SocialCo Transaction is anticipated in December 2025.

Completion of the SocialCo Transaction is subject to the satisfaction or

waiver of certain closing conditions, including necessary regulatory approvals

and approvals by PPI's and SBB's general meetings.

By participating in the Private Placement, investors who hold shares in the

Company as of the record date for the EGM to be called to adopt the EGM

Resolutions irrevocably and unconditionally undertake to attend and vote (or

pre-vote) on behalf of all its shares in the Company in favor of, or give a

voting proxy to be used in favor of, the EGM Resolutions. The EGM is expected

to be held in December 2025.

Equal treatment

The Private Placement entails a deviation from the shareholders' preferential

rights to subscribe for the Offer Shares. The Board has considered the Private

Placement in light of the equal treatment obligations under the Norwegian

Public Limited Liability Companies Act and the Norwegian Securities Trading

Act, and is of the opinion that it is in compliance with these requirements.

The issuance of the Offer Shares is carried out as a private placement in

order for the Company to be able to complete the SocialCo Transaction. To

facilitate a successful capital raise, and to ensure that the Company obtained

the necessary financing for the Transaction, the Board, in consultation with

the Managers of the Private Placement, deemed it necessary that one or more

major investors committed a substantial amount. APG Invest AS was willing to

commit such amount, and was also willing to acquire Consideration Shares from

SBB through a separate agreement so that the split between cash consideration

and Consideration Shares corresponded to a level that SBB could accept for

selling the social infrastructure portfolio to the Company on the negotiated

terms.

The Board has further taken into consideration that the Company had the

opportunity to raise significant funds quickly, while structuring the

fundraising as a rights issue directed at all shareholders would have entailed

significant costs and taken several months to complete. Furthermore, the Board

took into account that the Subscription Price equals the price for the

Consideration Shares to be issued to SBB, which has been agreed following

negotiations between the Company and SBB, and that this price is above both

the closing price for the Company's shares on Euronext Oslo Børs on 11

November 2025 and the market price for the Company's shares on Euronext Oslo

Børs in the period leading up to the announcement of the SocialCo Transaction,

and therefore does not imply any discount.

On the basis of the above, and an assessment of the current equity markets as

advised by the Managers, deal execution risk, and available alternatives, the

Board is of the opinion that the waiver of the preferential rights inherent in

the Private Placement is in the common interest of the Company and its

shareholders.

Potential Subsequent Offering

The Board will propose that the EGM resolves to provide the Board with an

authorization to conduct a subsequent offering of new shares in the Company to

be carried out at a subscription price per share equal to the Subscription

Price in the Private Placement (the "Subsequent Offering"). The Subsequent

Offering will consist of up to 15,217,391 new ordinary shares, corresponding

to gross proceeds of up to approximately NOK 350 million. The Subsequent

Offering would be subject to among other things (i) completion of the Private

Placement, (ii) relevant corporate resolutions, including approval by the

Board and the EGM, and (iii) approval of a prospectus to be approved by the

Norwegian Financial Supervisory Authority. A Subsequent Offering would be

directed towards existing shareholders in the Company as of 11 November 2025,

as registered in the Company's register of shareholders with Euronext

Securities Oslo, the central securities depositary in Norway (Nw.

Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) were not

included in the pre-sounding phase of the Private Placement, (ii) were not

allocated Offer Shares in the Private Placement and (iii) are not resident in

a jurisdiction where such offering would be unlawful or would (in

jurisdictions other than Norway) require any prospectus, filing, registration

or similar action (the "Eligible Shareholders"). The Eligible Shareholders are

expected to be granted non-tradable subscription rights. If carried out, the

subscription period in a Subsequent Offering is expected to commence shortly

after approval and publication of the Prospectus, expected in Q1 2026, and the

subscription price in the Subsequent Offering will be the same as the

Subscription Price in the Private Placement. The Company will issue a separate

stock exchange notice with the key information relating to the Subsequent

Offering. The Company reserves the right in its sole discretion to not conduct

or to cancel the Subsequent Offering and will, if and when finally resolved,

issue a separate stock exchange notice with further details on the Subsequent

Offering.

Advisors

Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as

Joint Bookrunners in the Private Placement (the "Managers"). Advokatfirmaet

Thommessen AS is acting as legal counsel to the Company in connection with the

Private Placement.

For further information, please contact: André Gaden, CEO,

andre@publicproperty.no or Ilija Batljan, CIO, ilija@publicproperty.no

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act. This information was

submitted by Tone Omsted, EVP IR and Corporate Finance on the time and date

provided.

Important information

This announcement is not and does not form a part of any offer of securities

for sale, or a solicitation of an offer to purchase, any securities of the

Company in the United States or any other jurisdiction. Copies of this

announcement are not being made and may not be distributed or sent into any

jurisdiction in which such distribution would be unlawful or would require

registration or other measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities

laws. The Company does not intend to register any part of the Private

Placement in the United States or to conduct a public offering of securities

in the United States. Any sale in the United States of the securities

mentioned herein will be made solely to "qualified institutional buyers"

(QIBs) as defined in Rule 144A under the Securities Act, pursuant to an

exemption from the registration requirements under the Securities Act, as well

as to major U.S. institutional investors pursuant to an exemption under SEC

Rule 15a-6 to the United States Exchange Act of 1934, as amended.

In any EEA member state, this communication is only addressed to and is only

directed at qualified investors in that member state within the meaning of the

EU Prospectus Regulation, i.e., only to investors who can receive any offering

of securities referred to in this announcement without an approved prospectus

in such EEA member state. "EU Prospectus Regulation" means Regulation (EU)

2017/1129, as amended (together with any applicable implementing measures in

any EEA member state).

In the United Kingdom, this communication is only addressed to and is only

directed at qualified investors who are (i) investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) person falling within

Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated

associations, etc.) (all such persons together being referred to as "Relevant

Persons"). These materials are directed only at Relevant Persons and must not

be acted on or relied on by persons who are not Relevant Persons. Any

investment or investment activity to which this communication relates is

available only to Relevant Persons and will be engaged in only with Relevant

Persons. Persons distributing this communication must satisfy themselves that

it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking

statements concerning future events, including possible issuance of equity

securities of the Company. Forward-looking statements are statements that are

not historical facts and may be identified by words such as "believe",

"expect", "anticipate", "strategy", "intends", "estimate", "will", "may",

"continue", "should" and similar expressions. The forward-looking statements

in this communication are based upon various assumptions, many of which are

based, in turn, upon further assumptions. Although the Company believes that

these assumptions were reasonable when made, these assumptions are inherently

subject to significant known and unknown risks, uncertainties, contingencies

and other important factors which are difficult or impossible to predict and

are beyond its control. Actual events may differ significantly from any

anticipated development due to a number of factors, including, but not limited

to, changes in investment levels and need for the group's services, changes in

the general economic, political, and market conditions in the markets in which

the group operate, and changes in laws and regulations. Such risks,

uncertainties, contingencies, and other important factors include the

possibility that the Company will determine not to, or be unable to, issue any

equity securities, and could cause actual events to differ materially from the

expectations expressed or implied in this communication by such

forward-looking statements. The Company does not make any guarantees that the

assumptions underlying the forward-looking statements in this communication

are free from errors.

The information, opinions and forward-looking statements contained in this

communication speak only as at its date and are subject to change without

notice. Each of the Company, the Managers, and their respective affiliates

expressly disclaims any obligation or undertaking to update, review, or revise

any statement contained in this communication whether as a result of new

information, future developments or otherwise, unless required by laws or

regulations.

The Managers are acting exclusively for the Company and no one else in

connection with the Private Placement and will not be responsible to anyone

other than the Company for providing the protections afforded to its clients,

or for advice in relation to the contents of this announcement or any of the

matters referred to herein.

Neither the Managers nor any of their respective affiliates make any

representation as to the accuracy or completeness of this announcement and

none of them accepts any liability arising from the use of this announcement

or responsibility for the contents of this announcement or any matters

referred to herein.

This announcement is for information purposes only and is not to be relied

upon in substitution for the exercise of independent judgment. It is not

intended as investment advice and under no circumstances is it to be used or

considered as an offer to sell, or a solicitation of an offer to buy any

securities or a recommendation to buy or sell any securities of the Company.

Certain figures contained in this announcement have been subject to rounding

adjustments. Accordingly, in certain instances, the sum or percentage change

of the numbers contained in this announcement may not conform exactly with the

total figure given.

The distribution of this announcement and other information may be restricted

by law in certain jurisdictions. Persons into whose possession this

announcement or such other information should come are required to inform

themselves about and to observe any such restrictions. Any failure to comply

with these restrictions may constitute a violation of the securities laws of

any such jurisdiction. Specifically, neither this announcement nor the

information contained herein is for publication, distribution or release, in

whole or in part, directly or indirectly, in or into or from the United States

(including its territories and possessions, any state of the United States and

the District of Columbia), Australia, Canada, Hong Kong, Japan or any other

jurisdiction where to do so would constitute a violation of the relevant laws

of such jurisdiction.