Public Property Invest

Share Issue/Capital Change • Dec 16, 2025

Completion of acquisition of social infrastructure portfolio from SBB and settlement of the related private placement

Completion of acquisition of social infrastructure portfolio from SBB and settlement of the related private placement

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

IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR

JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL.

Oslo, 16 December 2025: Public Property Invest ASA ("PPI" or the "Company")

today announces that it has completed the acquisition of the NOK 37bn social

infrastructure real estate portfolio from Samhällsbyggnadsbolaget i Norden AB

(publ) ("SBB"), announced on 11 November 2025 (the "Transaction").

By completing the Transaction, PPI triples its portfolio size to NOK 53bn

across 841 properties, creating the largest listed social infrastructure real

estate company in Europe.

The consideration to SBB in the Transaction consisted partly of cash and

partly of 446,858,803 new shares in the Company (the "Consideration Shares"),

comprising of 77,541,478 ordinary shares (A shares) and 369,317,325 non-voting

and non-listed shares (B shares).

The private placement of 153,646,693 new ordinary shares (A-shares) in the

Company (the "Offer Shares") carried out in connection with the Transaction

(the "Private Placement") is expected to be completed on or about 17 December

2025 when full payment for the allocated Offer Shares has been received, and

registration with the Norwegian Register of Business Enterprises (the "NRBE")

of the share capital increase pertaining to the Offer Shares has occurred.

Settlement instructions are expected to be distributed by the Managers (as

defined below) on or about 16 December 2025.

DVP settlement of the Private Placement is expected to occur on or about 18

December 2025, and will be facilitated through the delivery of 68,836,563

Offer Shares, equal to the number of new shares that may be listed on Euronext

Oslo Børs without a listing prospectus, resolved issued by an extraordinary

general meeting of the Company on 9 December 2025 and prefunded by the

Managers pursuant to a pre-funding agreement entered into between the Managers

and the Company, and the remaining 27,991,501 Offer Shares (excluding the

shares allocated to APG Invest AS in the Private Placement) will be settled

with existing and unencumbered shares in the Company that are already listed

on Euronext Oslo Børs, pursuant to a share lending agreement entered into

between APG Invest AS, SBB i Norden AB, the Managers and the Company (the

"Share Lending Agreement").

The 68,836,563 above-mentioned Offer Shares that have been allocated to other

investors in the Private Placement than APG Invest AS, and that may be listed

on Euronext Oslo Børs without a listing prospectus, is expected to be listed

and commence trading on Euronext Oslo Børs on or about 17 December 2025, upon

the share capital increase being registered in the NRBE.

The 27,991,501 ordinary shares (A-shares) to settle the share loan under the

Share Lending Agreement, the 56,818,629 ordinary shares (A-shares) allocated

to APG Invest AS in the Private Placement and the 77,541,478 ordinary shares

(A shares) issued to SBB will be issued under a separate ISIN and will only be

admitted to trading on Euronext Oslo Børs after a prospectus (the

"Prospectus") has been approved by the Financial Supervisory Authority of

Norway and published. Accordingly, following the listing of the 68,836,563

above-mentioned Offer Shares, 413,019,381 of the Company's ordinary shares (A

shares) will be listed, and the remaining 162,351,608 ordinary shares (A

shares) in issue will be unlisted until approval and publication of the

Prospectus.

Following registration of the share capital increases pertaining to the

Consideration Shares and the Offer Shares with the NRBE, the Company's share

capital will be NOK 47,234,415.70 divided into 575,370,989 ordinary shares (A

shares) and 369,317,325 non-voting and non-listed shares (B shares), in total

944,688,314 shares, each with a nominal value of NOK 0.05. The A shares will

represent NOK 28,768,549.45 and the B shares will represent NOK 18,465,866.25

of the total share capital.

Subsequent offering

The board of directors of the Company will continue to assess whether a

subsequent offering up to 15,217,391 new ordinary shares shall be carried out.

In a subsequent offering, Eligible Shareholders (as defined below) will be

granted non-tradable subscription rights. Subscription without subscription

rights will not be permitted.

A subsequent offering will be directed towards existing shareholders in the

Company as of 11 November 2025, as registered in the Company's register of

shareholders with Euronext Securities Oslo, the central securities depositary

in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days thereafter,

who (i) were not included in the pre-sounding phase of the Private Placement,

(ii) were not allocated Offer Shares in the Private Placement and (iii) are

not resident in a jurisdiction where such offering would be unlawful or would

(in jurisdictions other than Norway) require any prospectus, filing,

registration or similar action (the "Eligible Shareholders").

The subscription period in the subsequent offering is expected to commence

shortly after approval and publication of the Prospectus, expected in Q1 2026,

and the subscription price in the subsequent offering will be the same as the

Subscription Price in the Private Placement. The Company reserves the right in

its sole discretion to not conduct or to cancel the subsequent offering and

will, if and when finally resolved, issue a separate stock exchange notice

with further details on the subsequent offering.

Advisors

Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as

Joint Bookrunners in the Private Placement (the "Managers"). Advokatfirmaet

Thommessen AS is acting as legal counsel to the Company in connection with the

Transaction and the Private Placement.

For further information, please contact: André Gaden, CEO,

andre@publicproperty.no or Ilija Batljan, CIO, ilija@publicproperty.no

Important information

This announcement is not and does not form a part of any offer of securities

for sale, or a solicitation of an offer to purchase, any securities of the

Company in the United States or any other jurisdiction. Copies of this

announcement are not being made and may not be distributed or sent into any

jurisdiction in which such distribution would be unlawful or would require

registration or other measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities

laws. The Company does not intend to register any part of the Private

Placement in the United States or to conduct a public offering of securities

in the United States. Any sale in the United States of the securities

mentioned herein will be made solely to "qualified institutional buyers"

(QIBs) as defined in Rule 144A under the Securities Act, pursuant to an

exemption from the registration requirements under the Securities Act, as well

as to major U.S. institutional investors pursuant to an exemption under SEC

Rule 15a-6 to the United States Exchange Act of 1934, as amended.

In any EEA member state, this communication is only addressed to and is only

directed at qualified investors in that member state within the meaning of the

EU Prospectus Regulation, i.e., only to investors who can receive any offering

of securities referred to in this announcement without an approved prospectus

in such EEA member state. "EU Prospectus Regulation" means Regulation (EU)

2017/1129, as amended (together with any applicable implementing measures in

any EEA member state).

In the United Kingdom, this communication is only addressed to and is only

directed at qualified investors who are (i) investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) person falling within

Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated

associations, etc.) (all such persons together being referred to as "Relevant

Persons"). These materials are 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 communication relates is

available only to Relevant Persons and will be engaged in only with Relevant

Persons. Persons distributing this communication must satisfy themselves that

it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking

statements concerning future events, including possible issuance of equity

securities of the Company. Forward-looking statements are statements that are

not historical facts and may be identified by words such as "believe",

"expect", "anticipate", "strategy", "intends", "estimate", "will", "may",

"continue", "should" and similar expressions. The forward-looking statements

in this communication are based upon various assumptions, many of which are

based, in turn, upon further assumptions. Although the Company believes that

these assumptions were reasonable when made, these assumptions are inherently

subject to significant known and unknown risks, uncertainties, contingencies

and other important factors which are difficult or impossible to predict and

are beyond its control. Actual events may differ significantly from any

anticipated development due to a number of factors, including, but not limited

to, changes in investment levels and need for the group's services, changes in

the general economic, political, and market conditions in the markets in which

the group operate, and changes in laws and regulations. Such risks,

uncertainties, contingencies, and other important factors include the

possibility that the Company will determine not to, or be unable to, issue any

equity securities, and could cause actual events to differ materially from the

expectations expressed or implied in this communication by such

forward-looking statements. The Company does not make any guarantees that the

assumptions underlying the forward-looking statements in this communication

are free from errors.

The information, opinions and forward-looking statements contained in this

communication speak only as at its date and are subject to change without

notice. Each of the Company, the Managers, and their respective affiliates

expressly disclaims any obligation or undertaking to update, review, or revise

any statement contained in this communication whether as a result of new

information, future developments or otherwise, unless required by laws or

regulations.

The Managers are acting exclusively for the Company and no one else in

connection with the Private Placement and will not be responsible to anyone

other than the Company for providing the protections afforded to its clients,

or for advice in relation to the contents of this announcement or any of the

matters referred to herein. Neither the Managers nor any of their respective

affiliates make any representation as to the accuracy or completeness of this

announcement and none of them accepts any liability arising from the use of

this announcement or responsibility for the contents of this announcement or

any matters referred to herein.

This announcement is for information purposes only and is not to be relied

upon in substitution for the exercise of independent judgment. It is not

intended as investment advice and under no circumstances is it to be used or

considered as an offer to sell, or a solicitation of an offer to buy any

securities or a recommendation to buy or sell any securities of the Company.

Certain figures contained in this announcement have been subject to rounding

adjustments. Accordingly, in certain instances, the sum or percentage change

of the numbers contained in this announcement may not conform exactly with the

total figure given.

The distribution of this announcement and other information may be restricted

by law in certain jurisdictions. Persons into whose possession this

announcement or such other information should come are required to inform

themselves about and to observe any such restrictions. Any failure to comply

with these restrictions may constitute a violation of the securities laws of

any such jurisdiction. Specifically, neither this announcement nor the

information contained herein is for publication, distribution or release, in

whole or in part, directly or indirectly, in or into or from the United States

(including its territories and possessions, any state of the United States and

the District of Columbia), Australia, Canada, Hong Kong, Japan or any other

jurisdiction where to do so would constitute a violation of the relevant laws

of such jurisdiction.