Olav Thon Eiendomsselskap ASA

M&A Activity • Dec 4, 2025

LAUNCH OF VOLUNTARY CASH OFFER TO ACQUIRE ALL OUTSTANDING SHARES OF OLAV THON EIENDOMSSELSKAP ASA AND COMMENCEMENT OF OFFER PERIOD

LAUNCH OF VOLUNTARY CASH OFFER TO ACQUIRE ALL OUTSTANDING SHARES OF OLAV THON EIENDOMSSELSKAP ASA AND COMMENCEMENT OF OFFER PERIOD

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

INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,

HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 4 December 2025

Reference is made to the stock exchange announcement made on 12 November 2025 by Thon Gruppen AS (the "Offeror") for the Offeror to, subject to certain conditions, launch a voluntary cash tender offer (the “Offer”) for all issued and outstanding shares (the "Shares") in Olav Thon Eiendomsselskap ASA (the "Company"; with OSE trading symbol "OLT") at a cash consideration of NOK 335 per share (the "Offer Price").

The offer document for the Offer (the "Offer Document") was approved by the Norwegian Financial Supervisory Authority in its capacity as take-over supervisory authority on 3 December 2025. The Offer is only capable of being accepted pursuant to the Offer Document. The Offer Document will be sent to the Company's shareholders with known addresses registered in the Company's shareholder register in Euronext Securities Oslo, the central securities depository in Norway (also known as the VPS), as of the date hereof, in jurisdictions where the Offer Document may be lawfully distributed. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is also available at the following webpage: https://www.abgsc.com/transactions and may be obtained free of charge during ordinary business hours at the offices of the receiving agent, ABG Sundal Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway.

The offer period for the Offer will commence today, at 09:00 CET on 4 December 2025, and will expire at 16:30 CET on 18 December 2025, subject to any extensions at the sole discretion of the Offeror (the " Acceptance Period"). The terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document.

Key Terms of the Offer:

- Offer Price: NOK 335 per Share, subject to adjustment pursuant to the terms and conditions of the Offer.

- Acceptance Period: From 4 December 2025 at 09:00 CET to and including 18 December 2025 at 16:30 (CET), subject to any extensions at the sole discretion of the Offeror. The Acceptance Period will in no event be extended beyond 16:30 CET on 12 February 2026, which would correspond to a total Acceptance Period of ten (10) weeks.

- Receiving Agent: ABG Sundal Collier ASA

The Offer Price represents:

- A premium of 23% to the closing trading price for the Shares on 11 November 2025 of NOK 272;

- a premium of 26% to the thirty (30) days' volume weighted average share price up to and including 11 November 2025 of NOK 265,7; and

- a premium of 7% to the all-time high closing share price on 13 August 2025 of NOK 313.

The Offeror is a private limited liability company directly owned by Olav Thon Stiftelsen ("OTS"), whose purpose is to exercise stable and long-term ownership in the Offeror and its underlying businesses along the main lines that Olav Thon has established for his business operations, including to allocate funds for charitable purposes.

The Offeror and its sister company Investhon AS already own 76,532,940 Shares in aggregate, representing approximately 75.4% of the Shares in the Company. In addition, certain Shareholders have, on certain terms and conditions, made commitments to sell their Shares by giving irrevocable pre-acceptances of the Offer in respect of their Shares, equal to 6.841.469 Shares representing a further approximately 6,7 % of the Shares in the Company.

Advisors

ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its affiliates in connection with the Offer. Advokatfirmaet CLP DA is acting as legal advisor to the Offeror and its affiliates

in connection with the Offer.

Contacts

Arne B. Sperre

Telephone: +47 92 69 76 22

* * *

IMPORTANT INFORMATION

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction in which such would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review "Notice to U.S. Holders" below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is for information purposes only and is not a tender offer document and, as such, is not intended to or does not constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be

applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any

securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made

public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. To the extent that the Offeror discloses any information about any purchases of Shares or any related securities outside of

the tender offer in Norway, it will publicly disclose the same information in the United States.

The financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy,

completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.