Pioneer Property Group ASA

Transaction in Own Shares • Feb 27, 2020

PIONEER PROPERTY GROUP ASA: BUY-BACK OF OWN PREFERENCE SHARES

PIONEER PROPERTY GROUP ASA: BUY-BACK OF OWN PREFERENCE SHARES

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION

Reference is made to the authorisation granted by the extraordinary general meeting of Pioneer Property Group ASA ("PPG") on 1 November 2019 to acquire treasury shares of up to a total nominal value of NOK 3,262,894, provided however that PPG's holding of treasury shares at any given time shall not exceed 10% of PPG's share capital (the "Board Authorisation"). The nominal amount of both preference shares and ordinary shares is NOK 1. The Board Authorisation was registered with the Norwegian Register of Business Enterprises on 5 November 2019 and is valid until 25 October 2021.

On 18 November 2019, PPG purchased 1,631,447 preference shares in PPG at a price of NOK 102.00 per preference share pursuant to the above-mentioned Board Authorisation (the "November 2019 Buy-Back"). Following the November 2019 Buy-Back, the general meeting of PPG resolved to reduce PPG's share capital with NOK 1,631,447 by redemption of the 1,631,447 preference shares purchased by PPG in connection with the November 2019 Buy-Back. The share capital reduction was registered with the Norwegian Register of Business Enterprises on 26 February 2020. Consequently, the remaining amount available under the Board Authorisation is NOK 1,631,447 (subject to the 10% limit).

Following a resolution by the board of directors of PPG (the "Board") to use the Board Authorisation, PPG hereby launches a new offer (the "Offer") to all holders of preference shares in PPG to buy back up to 1,468,302 preference shares (which equals up to 10% of PPG's current share capital), at a price per preference share between NOK 100 and NOK 102 (the "Price Range"). PPG reserves the right, at its own discretion, to buy back fewer preference shares or no preference shares at all. PPG may at its own discretion decide to set the purchase price below NOK 102 (but not lower than NOK 100) per preference share even if this results in the acquisition of less than 1,468,302 preference shares. Prior to this Offer, PPG holds no preference shares in PPG.

Following PPG's sale of all the shares in the subsidiaries Pioneer Public Properties AS and Pioneer Management AS, which was completed on 24 October 2019, PPG has a large liquidity surplus, a portion of which will be used to purchase preference shares. The Company is at the launch of the Offer not in possession of any material non-public price sensitive information.

The book-building process and period

The Offer is carried out through a book-building process. PPG has engaged Pareto Securities AS (the "Manager") as sole bookrunner. The Manager will obtain sale orders from existing holders of preference shares. All existing holders of preference shares are invited to offer preference shares at a price defined by the selling shareholder within the Price Range. The selling shareholders are bound to sell up to the offered number of preference shares to the Company on the offered terms if and at such time the offer is accepted by PPG, irrespective of whether PPG decides to purchase a lower amount of preference shares from a selling shareholder than offered for sale by the respective shareholder.

The book-building period will commence today, 27 February 2020, at 09:00 hours (CET) and is expected to close no later than at 16:30 hours (CET) on 2 March 2020. The book-building period can be extended at PPG's and the Manager's sole discretion. Holders of preference shares wishing to participate in the Offer can contact Pareto Securities AS at +47 22 87 87 50 in order to place a sale order.

Determination of the final purchase price

The final purchase price per preference share (the "Purchase Price") will be set within the Price Range based on the sales orders received, at a level representing a satisfactory price and offering volume (to be determined by PPG at its sole discretion). The Purchase Price will be identical for all selling shareholders. For the avoidance of doubt, this entails that the volume may be reduced and that the Purchase Price may be set lower than NOK 102, and hence that any orders placed at a price higher than the Purchase Price will not be accepted.

Allocation principles

In the event that the total number of received sales orders at the Purchase Price exceeds 1,468,302 preference shares (or such decreased number of preference shares PPG wishes to purchase), the shareholders Mecca Invest AS, Klevenstern AS, Acea Properties AS and Norlandia Care Group AS have accepted that the number of preference shares offered for sale by them (as set out below) shall be reduced first in order to facilitate as high allocation as possible to the other selling shareholders. In the event that the total number of received sales orders at the Purchase Price after such deduction of the sale orders of said shareholders still exceeds 1,468,302 preference shares (or such decreased number of preference shares PPG wishes to purchase), the allocation will, to the extent possible, be made on a pro rata basis based on the volume offered by each selling shareholder with the objective of treating all shareholders equally based on their indicated interest at the Purchase Price in participating in the Offer.

PPG reserves the right to, at any time, terminate and not complete the Offer or make any amendments with regard to the volume (only reductions) or other terms of the Offer.

Allocation and settlement

Based on the above indicated closing time, allocation is expected to be made before 09:00 hours (CET) on 3 March 2020 (T), and settlement is expected to take place on or about 5 March 2020 (T+2) through delivery versus payment transactions. If the book-building period is extended, the dates will be adjusted correspondingly.

Participation by existing shareholders

The following holders of preference shares have informed PPG that they (directly or indirectly) contemplate to place the following sales orders in the Offer:

- Mecca Invest AS, wholly owned by Roger Adolfsen (chairman of the Board): 5,628 preference shares.

- Klevenstern AS, wholly owned by Kristian Adolfsen: 5,142 preference shares.

- Eidissen Consult AS, controlled by Benn Eidissen: 400,000 preference shares.

- Grafo AS, wholly owned by Even Carlsen (member of the Board): 171,175 preference shares.

- Acea Properties AS, indirectly owned by Roger Adolfsen (25%), Kristian Adolfsen (25%), Benn Eidissen (23%) and Even Carlsen (25%): 1,783 preference shares.

- Norlandia Care Group AS, partly owned by Kristian Adolfsen and Roger Adolfsen (indirectly approximately 46% each): 752 preference shares.

- Northstar Properties AS, indirectly owned by Roger Adolfsen (25%), Kristian Adolfsen (25%), Benn Eidissen (23%) and Even Carlsen (25%): 19,074 preference shares.

For further information, please contact:

Ole-Kristofer Bragnes, CFO

Telephone: +47 917 03 415

E-mail: IR@pioneerproperty.no

The information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. PPG does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or relevant information should come are required to inform themselves about and to observe any such restrictions. The Offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States"). This includes, but is not limited to, facsimile transmission, internet delivery, e-mail and telephones. Copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance.