Olav Thon Eiendomsselskap ASA

M&A Activity • Dec 8, 2025

Statement from the board of directors of Olav Thon Eiendomsselskap ASA regarding voluntary offer from Thon Gruppen AS

Statement from the board of directors of Olav Thon Eiendomsselskap ASA regarding voluntary offer from Thon Gruppen AS

The enclosed statement is made by the independent members of the board of directors (the "Independent Board") of Olav Thon Eiendomsselskap ASA ("OLT") in accordance with sections 6-16 and 6-19 of the Norwegian Securities Trading Act in connection with the voluntary offer from Thon Gruppen AS (the "Offeror") to acquire all the issued and outstanding shares in the OLT not already owned by the Offeror, against a cash consideration of NOK 335 per share (the "Offer"), made pursuant to the offer document dated 3 December 2025 (the "Offer Document").

As announced by OLT on 12 November 2025, the Independent Board consists of Line Norbye, Stig O. Jacobsen and Elisabeth Holvik. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has, in its capacity as take-over authority of Norway, decided that the Independent Board shall submit the statement on behalf of OLT.

The Independent Board has reviewed the Offer Document and evaluated factors that the Board considers material for the assessment of whether the Offer should be accepted by the shareholders of OLT or not. SB1 Markets AS ("SB1M") has been engaged as independent financial adviser to the Independent Board in connection with the Offer and has submitted a fairness opinion dated 6 December 2025 addressed to the Independent Board, which concludes that the Offer is fair from a financial point of view.

The overall assessment of the Independent Board is that the Offer Price is fair, and has unanimously decided to recommend OLT’s shareholders to accept the Offer.

The complete statement from the Independent Board and the fairness opinion from SB1M are attached to this announcement.

Advokatfirmaet BAHR AS is legal advisor to OLT.

For further comments, contact;

Line Norbye,

Board member of Olav Thon Eiendomsselskap ASA

+47 988 88 120