KMC Properties ASA – Information letter to eligible shareholders regarding the distribution of remaining consideration shares in Logistea AB (publ.)

06 Nov 2024 10:50 CET

Oslo, 6 November 2024: Reference is made to the stock exchange announcement made
by KMC Properties ASA (the "Company" or "KMCP") on 14 June 2024 regarding the
transaction agreement entered into with Logistea AB (publ.) ("Logistea") (the
"Transaction").

The Transaction was completed by Logistea acquiring all shares in KMC Properties
HoldCo AS, a wholly-owned subsidiary of KMCP, and thereby acquiring all the
operations in the KMCP group, with payment in newly issued shares in Logistea
(the "Consideration Shares") to KMCP. On 5 July 2024, the extraordinary general
meeting of the Company resolved to distribute assets for NOK 2,665,000,000 in
the form of Consideration Shares as dividend in kind (the "First Distribution
Shares").

Subject to the approval by the extraordinary general meeting to be held on 12
November 2024, the Company will distribute remaining Consideration Shares held
by KMCP (the "Second Distribution Shares") as dividend in kind to the
shareholders of the Company as of 12 November 2024 (as registered in Euronext
Securities Oslo ("VPS") on 14 November 2024) (the "Eligible Shareholders") for
an amount of up to NOK 1,354,009,465.93. Reference is made to the notice of the
extraordinary general meeting for further information.

As Logistea is a Swedish public limited company listed on Nasdaq Stockholm the
Second Distribution Shares are registered with the Swedish Central Securities
Depository ("VPC"), while the shares in KMCP are registered with the Norwegian
Central Securities Depository ("VPS"). As the Consideration Shares are
registered in the VPC, it will not be possible for the Company to distribute the
Second Distribution Shares to its Eligible Shareholders via the VPS system.

Eligible Shareholders may either receive the Second Distribution Shares on a
Swedish deposit account designated by them or by receiving Norwegian Depository
Receipts ("NDRs") representing such shares on their VPS account. Enclosed to
this announcement is the Company's information letter to its Eligible
Shareholders providing additional information with respect to the above.

Eligible Shareholders to the Second Distribution Shares who received the First
Distribution Shares on a Swedish deposit account in connection with the
distribution of the First Distribution Shares in July 2024 and who would like to
receive the Second Distribution Shares on the same Swedish deposit account shall
not take any further action.

For additional information, please contact:
Christian Linge, former CFO of the Company, tel. +47 466 37 846, email:
christian.linge@kmcp.no.

Important information

The release, publication or distribution of this press release may, in certain
jurisdictions, be restricted by law and persons into whose possession this press
release or any information referred to herein comes should inform themselves
about and observe any such restrictions. This press release is not for release,
publication or distribution, directly or indirectly, in whole or in part, in or
into the United States (including its territories and possessions, any state of
the United States and the District of Columbia, the "United States"), Australia,
Canada, Hong Kong, Japan, South Africa or any other jurisdiction where such
release, publication or distribution would constitute a violation of the
relevant laws or regulations of such jurisdiction.

This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States,
Australia, Canada, Hong Kong, South Africa or any other jurisdiction in which
such offers or sales are unlawful (the "Excluded Territories").

The securities referred to in this press release have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or under the securities laws of any state of the United
States, and may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. Subject to certain limited exceptions,
the securities referred to in this press release are being offered and sold only
outside the United States. There is no intention to register any securities
referred to herein in the United States or to make a public offering of the
securities in the United States. In addition, the securities issued in
connection with the Transaction have not been and will not be registered under
any applicable securities laws of any state, province, territory, county or
jurisdiction of the other Excluded Territories. Accordingly, such securities may
not be offered, sold, resold, taken up, exercised, renounced, transferred,
delivered or distributed, directly or indirectly, in or into the Excluded
Territories or any other jurisdiction if to do so would constitute a violation
of the relevant laws of, or require registration of such securities in, the
relevant jurisdiction.

This press release is not a prospectus for the purposes of Regulation (EU)
2017/1129 (the "Prospectus Regulation") and has not been approved by any
regulatory authority in any jurisdiction.

In the United Kingdom, this press release and any other materials in relation to
the securities described herein is being distributed only to, and is directed
only at, and any investment or investment activity to which this document
relates is available only to, and will be engaged in only with, "qualified
investors" (within the meaning of the United Kingdom version of the Prospectus
Regulation which is part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018) and who are (i) persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). In the United Kingdom, any investment
or investment activity to which this communication relates is available only to,
and will be engaged in only with, relevant persons. Persons who are not relevant
persons should not take any action on the basis of this press release and should
not act or rely on it.

This press release does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the new securities. Any investment decision to acquire or
subscribe for securities in Logistea or KMCP must be made on the basis of all
publicly available information relating to Logistea and KMCP and their
securities, respectively. Such information has not been independently verified.
The advisors to KMCP and Logistea is acting for KMCP or Logistea in connection
with the Transaction and no one else and will not be responsible to anyone other
than KMCP or Logistea for providing the protections afforded to its clients nor
for giving advice in relation to the Transaction or any other matter referred to
herein.

This press release does not constitute an invitation to warrant, subscribe, or
otherwise acquire or transfer any securities in any jurisdiction. This press
release does not constitute a recommendation for any investors' decisions
regarding the Transaction, Logistea or KMC Properties. Each investor or
potential investor should conduct a self-examination, analysis and evaluation of
the business and information described in this press release and any publicly
available information.

Forward-looking statements

This press release contains certain forward-looking statements. Forward-looking
statements are statements that are not historical facts and may be identified by
words such as "believe", "expect", "anticipate", "intends", "estimate", "will",
"may", "continue", "should" and similar expressions. The forward-looking
statements in this release are based upon various assumptions, many of which are
based, in turn, upon further assumptions. 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. Such risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking statements.

The combined company’s actual results of operations, including the combined
company’s financial condition and liquidity and the development of the industry
in which the combined company operates, may differ materially from and be more
negative than those made in, or suggested by, the forward-looking statements
contained in this press release. Factors, including risks and uncertainties that
could cause these differences include, but are not limited to risks associated
with implementation of the combined company’s strategy, risks and uncertainties
associated with the combined company’s ability to develop new services and
enhance existing services, the impact of competition, changes in general economy
and industry conditions, and legislative, regulatory and political factors.

The information, opinions and forward-looking statements contained in this press
release speak only as at its date and are subject to change without notice. The
Company does not undertake any obligation to review, update, confirm or release
publicly any revisions to any forward-looking statements to reflect events that
occur or circumstances that arise in relation to the content of this
communication.

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631372_KMC Properties ASA - Information letter to shareholders regarding second distribution shares (Final).pdf