KMC Properties ASA

Share Issue/Capital Change • Nov 3, 2022

KMC PROPERTIES – SUCCESSFUL COMPLETION OF PRIVATE PLACEMENT

KMC PROPERTIES – SUCCESSFUL COMPLETION OF PRIVATE PLACEMENT

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to KMC Properties ASA's ("KMC Properties" or the "Company") announcement on 3 November 2022 regarding the launch of an underwritten private placement of new shares in the Company. The Company is pleased to announce that it has raised NOK 300 million in gross proceeds through the placement of 37,500,000 new shares (the "Offer Shares") at a price per new share of NOK 8.00 (the "Offer Price").

The Private Placement took place as an accelerated bookbuilding process managed by Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS (together, the "Managers").

The net proceeds from the Private Placement will be used in connection with several projects across three different asset categories: (i) Capex: The Company has several income generating capex projects amounting to a gross amount of approx. NOK 12 million; (ii) Greenfield projects: The Company has two greenfield projects, a packaging hub for BEWI ASA at Hitra, Norway and a salmon slaughterhouse for Slakteriet AS, amounting to a total amount of approx. NOK 865 million, out of which the Company is only obligated to complete the packaging hub for BEWI ASA, amounting to NOK 200 million in committed investments; and (iii) the BEWI portfolio: The Company has entered into an agreement with BEWI ASA for the acquisition of up to 24 properties and one land plot (the "BEWI Portfolio") with a gross asset value of up to approx. NOK 2.0 billion, out of which the Company is under an obligation to acquire the Norwegian and Swedish assets in the BEWI Portfolio (valued at approx. NOK 940 million).

Completion of the Private Placement and the issuance of the Offer Shares were resolved by the Company's board of directors (the "Board") pursuant to an authorisation granted by the Company's ordinary general meeting on 1 June 2022. Notification of allocation, including settlement instructions are expected to be distributed by the Managers on or about 4 November 2022, with settlement on a delivery versus payment (DVP) basis on or about 9 November 2022, following the share capital increase pertaining to the Offer Shares being registered with the Norwegian Register of Business Enterprises. First day of trading of the Offer Shares on Oslo Børs is expected to be on 9 November 2022.

Following registration of the share capital increase pertaining to the Offer Shares, the Company will have 322,143,649 shares outstanding, each with a par value of NOK 0.20.

The following close associates of primary insiders in the Company were allocated Offer Shares in the Private Placement:

BEWI Invest AS, the largest shareholder and close associate of board member and primary insider Stig Wærnes, was allocated 19,210,698 Offer Shares;

Kastor Invest AS, a close associate of board member and primary insider John Thoresen, was allocated 2,142,857 Offer Shares; and

Banan II AS, a close associate of board member and primary insider Nini Nergaard, was allocated 342,857 Offer Shares.

Please refer to the attached notifications of trading for further details.

Certain existing and new shareholders in the Company had under a subscription and underwriting agreement entered into on 30 June 2022, as amended (the "UWA") pre-committed to subscribe for a total aggregate of amount of approx. NOK 248.9 million in the Private Placement. The portion of the Private Placement that had not been pre-committed was fully underwritten at the Offer Price. The pre-committing investors and underwriters have also pre-committed to subscribe and underwritten, respectively, an amount equal to 1/6 of the amount of their respective pre-commitment and underwriting in the Private Placement in connection with a potential private placement of 6,250,000 new shares in the Company as further described in the Company's announcement on 3 November 2022 regarding the launch of the Private Placement.

The underwriters and the pre-committed shareholders will receive a 4 per cent underwriting commission based on the sum of their commitment (i.e. a total of NOK 350 million). The Company's obligation to pay the underwriting commission will be settled by issuance of 1,750,000 new at the Offer Price.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and being allocated the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders that the Company raises equity through a private placement at the current terms, in particularly in light of the prevailing market conditions and the Company's need to finance the Property Transaction. By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently, with a premium to the current trading price. Investors seeking to acquire shares at or below the Offer Price have had the opportunity to do so for a period of time following announcement of the main terms of the transaction. The Board has on this basis resolved not to conduct a subsequent repair offering directed towards shareholders who did not participate in the Private Placement.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement.

For further information, please contact:

Charlotte Knudsen, IR and Communications KMC Properties ASA, tel. +47 97561959

About KMC Properties ASA

KMC Properties is an Oslo Børs-listed real estate company focusing on industrial- and logistic properties. The company has a diversified portfolio of properties, mainly in the Nordics and the Netherlands. The properties are strategically located and have long lease agreements with solid tenants.

KMC Properties has an ambitious strategy to grow the portfolio through further development of existing properties, as well as M&A initiatives.

Important information

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or completed. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is 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 announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the joint global coordinators to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.

The Managers and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) do not accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Company or associated companies. The Managers are acting exclusively for the Company and no-one else in connection with the Private Placement and will not regard any other person as their client in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their clients.

The issue, subscription, or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking statements:

This announcement and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. Several material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by CFO Kristoffer Holmen on 3 November 2022 at 23:45 (CET).