KMC PROPERTIES ASA - CONTEMPLATED MERGER WITH BEWI INVEST AS

02 Oct 2025 08:00 CEST

NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE
UNLAWFUL OR REQUIRE PRIOR APPROVAL.

KMC Properties ASA ("KMCP") and BEWI Invest AS ("BEWI Invest", ticker "BINT")
are in discussions regarding a potential statutory all-share merger pursuant to
Chapter 13 of the Norwegian Public Limited Liability Companies Act (the "PLC
Act"), with KMCP as the surviving legal entity (the "Merger"). KMCP will upon
completion of the Merger acquire and assume all assets, rights and liabilities
of BEWI Invest, in exchange for the shareholders of BEWI Invest receiving new
shares in KMCP (the "Consideration Shares"). The combined entity is intended to
remain listed on Euronext Oslo Børs under a new company name to be determined in
connection with the Merger.

KMCP's per share valuation in the Merger is agreed to be NOK 5.80, which is
equal to the price per share to be paid in the mandatory offer to be made by
Bekken Invest AS ("Bekken Invest"), as announced on 16 September 2025 (the
"Mandatory Offer"). The valuation of BEWI Invest for the purpose of the Merger
shall be finally determined to reflect (i) an agreed value of BEWI Invest's
shares in BEWI ASA based on historical trading prices and a control premium;
(ii) the volume weighted average price quoted in an agreed period for any other
listed securities; (iii) an external valuation of its ownership in Sinkaberg AS;
and (iv) the cost price for its investments in other unlisted companies. The
final valuation and thus the exchange ratio in the Merger shall be included in a
merger plan for the Merger to be prepared in accordance with the PLC Act and
signed by the board of directors of the two companies (the "Merger Plan"). The
Merger Plan will be subject to approval by the general meetings of both
companies.

Bekken Invest is the largest shareholder of BEWI Invest, with a 52.15% ownership
interest, and the remaining shares are held by 57 other shareholders. Bekken
Invest currently also owns 46.30% of KMCP.

To facilitate the Merger and fund the costs relating thereto, it is intended
that KMCP shall carry out an equity raise of approx. NOK 4 million in a private
placement of new shares directed at Bekken Invest at a subscription price of NOK
5.80 per share. Further, Bekken Invest has proposed that the chair of KMCP's
board of directors, Bjørnar André Ulstein, shall be replaced by a new chair who
is independent from BEWI Invest and Bekken Invest. The KMCP board of directors
will call for an extraordinary general meeting of KMCP to be held on 23 October
2025 to resolve a share capital increase and to elect a new chair of the board
of directors.

Signing of the Merger Plan is subject to, inter alia, the following conditions:
(i) the general meeting of KMCP resolving the private placement referred to
above, (ii) completion of a satisfactory due diligence review of the parties;
(iii) agreement on the terms and conditions of the Merger Plan, and (iv)
approval by the board of directors of both parties.

Completion of the Merger is further expected to be subject to, inter alia: (i)
approval by the Oslo Stock Exchange of the combined company's application for
admission to trading on Euronext Oslo Børs; (ii) approval of the Merger Plan by
the extraordinary general meeting of each party; (iii) the six-weeks' creditor
notice period pursuant to Section 13-15 of the PLC Act having expired and any
objections from creditors must have been dealt with in accordance with the PLC
Act, and (iv) approval by the Financial Supervisory Authority of Norway (Nw.
Finanstilsynet) of a prospectus to be prepared by KMCP for the listing of the
Consideration Shares on Euronext Oslo Børs.

The Merger is expected to be completed during Q1 2026, subject to the above
conditions.

Advisors
Danske Bank A/S NUF and DNB Carnegie, part of DNB Bank ASA, are acting as
financial advisors to BEWI Invest and Sparebank 1 Markets AS is acting as
financial advisor to KMCP in relation to the Merger. Advokatfirmaet Thommessen
AS is acting as legal advisor to BEWI Invest and Advokatfirmaet Arntzen Grette
is acting as legal advisor to KMCP in relation to the Merger.

For additional information, please contact:

Christian Linge, CEO of KMC Properties ASA, +47 466 37 846 /
christian.linge@kmcp.no; or

Bjørnar André Ulstein, CEO of BEWI Invest AS, +47 402 30 785 /
bau@bewiinvest.com

Information in this announcement is considered inside information pursuant to EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading
Act. This announcement was published by Christian Linge, CEO in KMC Properties
ASA on 08:00hours (CEST) on 2 October 2025.

About BEWI Invest AS

BEWI Invest AS is a Norwegian industrial owner with a portfolio mainly comprised
of companies operating within three key segments: industrials, real estate, and
seafood. The group has a long-term perspective and has demonstrated a proven
track record of value creation and growth. Through active and responsible
ownership, BEWI Invest AS has been instrumental in the growth and value creation
in its portfolio companies with sustainability at the core. For more information
visit www.bewiinvest.com.

Important information
This announcement is issued for information purposes only and does not form a
part of any offer to sell, or a solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose for any securities in any
jurisdiction, nor does it constitute notice to a general meeting or a merger
plan. 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, Japan, Hong Kong, the Philippines, South Africa or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.

The securities mentioned herein, including the Consideration Shares expected to
be issued as part of the proposed Merger (if completed), have not been, and will
not be, registered under the United States Securities Act of 1933, as amended
(the "US Securities Act"). The securities may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the US Securities Act or in a transaction not subject to the US Securities
Act.

Any decision with respect to the proposed the Merger should be made solely on
the basis of information to be contained in the actual notices to the general
meetings of KMCP and BEWI Invest, respectively, and the Merger Plan (including
ancillary documents) related to the Merger.

Matters discussed in this announcement may constitute forward-looking
statements. 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. By their nature, forward-looking statements involve risk
and uncertainty because they reflect the companies' current expectations and
assumptions as to future events and circumstances that may not prove accurate. A
number of material factors could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.
No assurance can be given that such expectations will prove to have been
correct. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice. Neither KMCP, Bekken Invest nor BEWI Invest undertakes any obligation to
review, update, confirm, or to 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 announcement or otherwise.

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 KMCP or otherwise.

More information:
Access the news on Oslo Bors NewsWeb site