KMC Properties ASA

Share Issue/Capital Change • Oct 12, 2022

KMC PROPERTIES - UPDATE ON THE ACQUISITION OF THE BEWI PORTFOLIO AND THE CONTEMPLATED PRIVATE PLACEMENT

KMC PROPERTIES - UPDATE ON THE ACQUISITION OF THE BEWI PORTFOLIO AND THE CONTEMPLATED 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 30 June 2022 regarding the entering into of an agreement with BEWI ASA ("BEWI") for the acquisition of up to 24 properties and one land plot with a gross asset value of up to approximately NOK 2.0 billion (the "Property Transaction") and the NOK 350 million fully underwritten contemplated private placement of new shares at a minimum subscription price of NOK 8 (the "Private Placement") to be conducted in connection therewith.

The Property Transaction and hence the Private Placement is subject to the completion of BEWI's acquisition of Jackon Holding AS. BEWI has today announced that final approvals from all relevant competition authorities have been received and that BEWI is proceeding towards completion of the acquisition of Jackon Holding AS. The Private Placement is thus contemplated to be completed in the fourth quarter of 2022.

Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS (together, the "Managers") are financial advisors and Advokatfirmaet Thommessen AS is legal advisor to KMC Properties 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.