INTENTION TO LAUNCH VOLUNTARY CASH OFFER OF NOK 335 PER SHARE TO THE SHAREHOLDERS OF OLAV THON EIENDOMSSELSKAP ASA

12 Nov 2025 08:00 CET

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DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 12 November 2025.

The board of directors of Thon Gruppen AS (the "Offeror") today announces that,
subject to certain conditions, they intend to launch a voluntary cash tender
offer (the “Offer”) to acquire all issued and outstanding shares (the “Shares”)
of Olav Thon Eiendomsselskap ASA (“Company”; OSE trading symbol "OLT"). A cash
consideration of NOK 335 (the “Offer Price”) will be offered per Share,
representing an aggregate equity purchase price of approximately NOK 34 billion
(including Shares already owned directly or indirectly by the Offeror).

The Offer Price represent:
- A premium of 23 % to the closing trading price for the Shares on 11 November
2025 of NOK 272;
- a premium of 26 % to the thirty (30) days' volume weighted average share price
up to and including 11 November 2025 of NOK 265,7; and
- a premium of 7.0% to the all-time high closing share price on 13 August 2025
of NOK 313.

The Offeror is a private limited liability company directly owned by Olav Thon
Stiftelsen ("OTS"), whose purpose is to exercise stable and long-term ownership
in the Offeror and its underlying businesses along the main lines that Olav Thon
has established for his business operations, including to allocate funds for
charitable purposes.

The Offeror and its sister company Investhon AS already own 76,532,940 Shares,
representing approximately 75.4% of the Shares in the Company. In addition,
certain Shareholders have, on certain terms and conditions, made commitments to
sell their Shares by giving irrevocable pre-acceptances of the Offer in respect
of their Shares, equal to 6.841.469 Shares representing a further approximately
6,7 % of the Shares in the Company.


Key highlights of and summary of the Offer:

The complete details of the Offer, including all terms and conditions, will be
included in an offer document (the "Offer Document") to be sent to the Company's
shareholders with known addresses following review and approval by the Financial
Supervisory Authority pursuant to Chapter 6 of the Norwegian Securities Trading
Act. The Offer Document is expected to be approved by the Financial Supervisory
Authority in time for the Acceptance Period (defined below) to commence no later
than on [date] 2025. The Offer may only be accepted on the basis of the Offer
Document.

The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction.

Offer Price

The Company's shareholders will be offered NOK 335 per Share in cash. The total
value of the Offer is approximately NOK 34 billion, based on the number of
issued and outstanding as at the date of this announcement.

If the Company should resolve to distribute dividends or make any other
distributions to the Company's shareholders with a record date prior to
completion of the Offer, the Offer Price shall be adjusted to compensate for the
effects of such dividends or other distributions. If such adjustment is made,
the acceptance by a previously accepting shareholder shall be deemed an
acceptance of the Offer as revised.

Acceptance Period

The acceptance period for the Offer is expected to commence following
publication of the Offer Document and is expected to last for 10 business days
(the " Acceptance Period"). The Offeror may in its sole discretion extend the
Acceptance Period (one or more times). Any extension of the Acceptance Period
will be announced prior to the expiry of the prevailing Acceptance Period.

Barring unforeseen circumstances or any extensions of the Acceptance Period, it
is expected that the Offer will be completed during the fourth quarter of 2025,
following satisfaction or waiver (as applicable) of all conditions for the
Offer.

Pre-acceptances

Some of the Company's largest shareholders,representing in aggregate
approximately 6,7 % of the Shares, have entered into undertakings to tender
their Shares into the Offer. These pre-acceptances are binding and irrevocable,
and may not be withdrawn unless (i) the Acceptance Period for the Offer has not
commenced by 23 December 2025, (ii) the Offer has lapsed, been terminated or
otherwise expired or (iii) if a legally binding offer for all of the Shares at a
higher offer price than the Offer is announced and the Offeror has not announced
that it will improve the Offer so as to at least match such competing offer
within five trading days of such announcement, and such improved offer is
recommended by the Board of Directors of the Company.

Background and rationale for the Offer

The Offeror sees an attractive long-term value creation potential in the Target,
including from potential strategic restructuring of the group's total real
estate holdings. The Offeror has in recent years, based on strong financial
performance and moderate investment levels, significantly strengthened its
financial capacity, and consider increasing its ownership in the Target an
interesting opportunity to deploy more of the group's capital.

The Target is since 2013 majority owned by OTS. The objects of OTS are to
exercise stable and long-term ownership of the Offeror and its subsidiaries in
accordance with the key guidelines established by Olav Thon for his businesses,
and to distribute funds to charitable causes. Given OTS' objectives, and Oslo
Stock Exchange no longer being an important source of financing for the Target,
a privatisation is considered opportune.

The Offeror plans to further develop the Target as Norway's largest private real
estate company. Thus, the transition to a private company is not expected to
have any significant effect on the Company's operations, strategy, governance,
financial targets, or financing policies.

Conditions for Completion of the Offer

The Offer is not subject to any financing condition. As further detailed and
specified in the Offer Document, completion of the Offer will be subject to
fulfilment or waiver by the Offeror (in its sole discretion) of the following
conditions:

- Minimum Acceptance: The Offer shall on or prior to the expiration of the
Acceptance Period have been validly accepted by shareholders of the Company
representing (when taken together with any Shares acquired or agreed to be
acquired by the Offeror other than through the Offer, or which the Offeror is
otherwise entitled) more than 90% of the Target's issued share capital on a
fully diluted basis and of the voting rights of the Company, and such
acceptances not being subject to any third party consents in respect to pledges
or other rights.
- Regulatory Approvals: All permits, consents, approvals and clearances in
connection with any filings or other submission (in any form) required to be
made with any regulatory authority (or otherwise requested by any regulatory
authority) in connection with the Offer shall have been obtained without
conditions and any applicable waiting periods (including if extended by
agreement or otherwise) shall have expired or lapsed, in each case on terms and
conditions satisfactory to the Offeror.
- Third Party Consents – Financing: The Target shall have received necessary
consents and/or waivers under the Target's and its subsidiaries' financing
arrangements in order to effect the Offer and the delisting of the Target from
Euronext Oslo Børs without any adverse effect for the Target and/or its
subsidiaries, in each case without conditions or upon conditions satisfactory to
the Offeror in its sole discretion.
- Ordinary Conduct of Business: That the business of the Group, in the period
until settlement of the Offer: (A) has in all material respects been conducted
in the ordinary course; (B) there has not been made, and passed any decision to
make or published any intention to make, any corporate restructurings, changes
in the share capital of the Company or any of its direct or indirect
subsidiaries, issuance of rights which entitles holders to demand new Shares or
similar securities in the Company or any of its direct or indirect subsidiaries,
payment of dividends or other distributions to the Company’s shareholders,
proposals to shareholders for merger to de-merger, or any other change of
corporate structure except for any merger or de-merger or other change of
corporate structure made as a part of an ordinary internal re-organisation; and
(C) the Company and its direct or indirect subsidiaries shall not have entered
into any agreement providing for acquisitions, dispositions or other
transactions not in the ordinary course.
- No Material Adverse Change: No Material Adverse Change shall have occurred
before completion of the Offer. For this purpose, "Material Adverse Change"
shall mean any fact, circumstance, development, event or change, which
individually or in aggregate is or can reasonably be expected to be materially
adverse to the business, assets, operations, condition (financial or otherwise),
or result of operations of the Group (taken as a whole).
- No Legal Action: No court or other governmental or regulatory authority of a
competent jurisdiction or other third-party shall have taken or threatened to
take any form of legal action (whether temporary, preliminary or permanent) that
will or might: (A) restrain or prohibit the consummation of the Offer; or (B) in
connection with the Offer, impose conditions upon the Offeror or its affiliates,
the Company or any of its affiliates which are not acceptable to the Offeror in
its reasonable judgement.
- No Bankruptcy or Reconstruction. Neither the Company nor its affiliates shall
take any action or any other steps or start legal proceedings for the winding up
of the Company or its subsidiaries, and no process shall be initiated for the
termination of the business of the Company or any of its subsidiaries and the
distribution of its assets amongst creditors or shareholders.
If, as a result of the Offer, the Offeror acquires and holds 90% or more of all
Shares, the Offeror will have the right, and intends to, carry out a compulsory
acquisition of the remaining Shares. Alternatively, if the Offeror completes the
Offer but holds less than 90% of the Shares following completion of the Offer
(such situation requiring a waiver of the minimum acceptance condition to be
resolved by the Offeror in its sole discretion), the Offeror will be required to
make a mandatory offer for the remaining Shares in accordance with Section 6 of
the Norwegian Securities Trading Act.

Furthermore, if the Offer is completed, the Offeror intends to propose that the
general meeting of the Company passes a resolution to apply for a de-listing of
the Shares from Euronext Oslo Børs.

Any capitalized terms used but not defined herein shall have the same meaning as
set out in the Offer Document.


Advisors

ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its
affiliates in connection with the Offer. Advokatfirmaet CLP DA is acting as
legal advisor to the Offeror and its affiliates.
in connection with the Offer.

Contacts

Arne B. Sperre
Telephone: +47 92 69 76 22

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication by Arne B. Sperre, on 12 November 2025 at the time and
date set out above.

* * *

IMPORTANT INFORMATION

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong, South Korea and Japan, or any
other jurisdiction in which such would be unlawful. The Offeror does not assume
any responsibility in the event there is a violation by any person of such
restrictions. Persons in the United States should review "Notice to U.S.
Holders" below. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.

This announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to or does not constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that Olav Thon Eiendomsselskap ASA is not subject
to the periodic reporting requirements of the U.S. Securities Exchange Act of
1934, as amended (the "U.S. Exchange Act"), and is not required to, and does
not, file any reports with the U.S. Securities and Exchange Commission (the
"SEC") thereunder. The Offer will be made to holders of Shares resident in the
United States ("U.S. Holders") on the same terms and conditions as those made to
all other holders of Shares of Olav Thon Eiendomsselskap ASA to whom an offer is
made. Any information documents, including the Offer Document, will be
disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to Olav Thon
Eiendomsselskap ASA 's other Shareholders to whom an offer is made. The Offer
will be made by the Offeror and no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation
14E under the U.S. Exchange Act, and otherwise in accordance with the
requirements of Norwegian law. Accordingly, the Offer will be subject to
disclosure and other procedural requirements timetable, settlement procedures
and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. To the extent that the Offeror discloses any
information about any purchases of Shares or any related securities outside of
the tender offer in Norway, it will publicly disclose the same information in
the United States. If the consideration paid by the Offeror or its affiliates
in any transaction after the public announcement of the tender offer is greater
than the tender offer price, the tender offer price shall be increased to match
that price. In addition, the financial advisors to the Offeror may also engage
in ordinary course trading activities in securities of Olav Thon Eiendomsselskap
ASA, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

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