Aurora Eiendom AS

Share Issue/Capital Change • Feb 7, 2022

Aurora Eiendom AS – contemplated private placement

Aurora Eiendom AS – contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINSTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

7 February 2022: Aurora Eiendom AS (the “Company” or “AURA”) refers to the separate release in connection with the acquisition of Buskerud Storsenter in Krokstadelva.

The Company has engaged DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets AS, as joint lead managers (together, the "Managers") to advise on and effect a contemplated private placement of up to 3,960,396 new ordinary shares in the Company (the “New Shares”) to raise gross proceeds of up to approx. NOK 400 million (the "Private Placement"), to be directed towards existing shareholders of the Company, in each case, subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.

The Private Placement is fully pre-committed by the existing shareholders. The existing shareholders Eiendomsspar AS, Joh Johannson Eiendom AS, Alti Invest AS, Strawberry Shopping AS and Varner Invest AS, have pre-committed to apply for at least their pro rata ownership stakes in the Company, equivalent to total gross proceeds of at least ~NOK 217 million.

The net proceeds of the Private Placement will be used to party finance the Company’s contemplated acquisition of Buskerud Storsenter, in line with the Company’s strategy for expansion, as well as for general corporate purposes.

The subscription price per Offer Share in the Private Placement is NOK 101 (the “Offer Price”), which is equivalent to the closing trading price of the Company’s shares on Euronext Growth Oslo as of today, 7 February 2022.

The application period in the Private Placement will commence today, on 7 February 2022 at 16:30 CET and close on 9 February 2022 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period or cancel the Private Placement on short or without notice and consequently, the Company may refrain from completing the Private Placement. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

Allocation of Offer Shares will be determined at the end of the application period by the Board in consultation with the Managers, at its sole discretion, subject to approval by the Company’s extraordinary general meeting scheduled to be held on or about 18 February 2022 (the “EGM”). Applicants will be allocated New Shares based on their existing ownership in the Company (subject to applicable minimum allocations). If all of the New Shares are not allocated in accordance with said principle, New Shares will be allocated to applicants based on customary allocation principles such as (but not limited to): pre-commitments, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.

Completion of the Private Placement is subject to (i) the purchase agreement pertaining to the acquisition of Buskerud Storsenter having been entered into and not having been terminated or otherwise having become void, (ii) the corporate resolutions of the Company required to implement the Private Placement, including, but not limited to, the approval by the Board and the EGM of the Private Placement and allocation of the New Shares; and (iii) ) the share capital increase pertaining to the issuance of the allocated New Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in VPS (jointly, the ”Conditions“). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the Private Placement may be revoked or suspended without any compensation to applicants.

Notification of alloment and payment instructions is expected to be issued to the applicants on or about 9 February 2022 through a notification to be issued by the Managers.

The payment date for the Private Placement is expected to be on or about 21 February 2022. The allocated Offer Shares will be delivered to the applicant’s VPS account as soon as practicable after full payment has been received and the Conditions have been met, expected to occur in the week commencing on 21 February 2022.

The Board has considered the structure of the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014. The Company is of the view that it is in the common interest of the Company and its shareholders to raise equity through the Private Placement. The existing shareholders preferential rights to subscribe for new shares may be deviated from. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process. Further, the Offer Price in the Private Placement is equivalent to closing trading price of the Company’s shares as at today, 7 February 2022. Based on the foregoing, it is currently not planned to conduct a subsequent repair issue directed towards shareholders not participating in the Private Placement.

For more information, please contact:

Lars Ove Løseth, CEO

+47 928 17 859

lars.ove.loeseth@alti.no

Kathrine Mauset, CFO

+47 46 44 84 11

kathrine.mauset@alti.no

DNB Markets, tel: +47 990 19 198

SpareBank 1 Markets, tel: +47 24 14 74 70

About Aurora Eiendom: With shops and services easily accessible under one roof, shopping centers improve and simplify people´s lives. Shopping habits are changing, but the need for people to meet and connect will always be there.

That´s why Aurora Eiendom invests in leading shopping centers in attractive locations with an exciting offering of shops and services. Our partly owned Alti Forvaltning gives Aurora access to the best management team in the market.

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 the Norwegian Securities Trading Act.

This stock exchange notice was published by Kathrine Mauset, CFO of Aurora Eiendom, on 7 February 2022 at 16:35 CET.

Important Notices

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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 offering or their securities 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 in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication 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 for 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. 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 release 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 without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any 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 in the Company. Neither the the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.