Minimum acceptance condition satisfied in the voluntary cash offer to acquire all issued and outstanding shares of Olav Thon Eiendomsselskap ASA

18 Dec 2025 13:09 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 18. December 2025

Reference is made to the stock exchange announcement published on 4 December
2025, regarding the offer document dated 3 December 2025 (the “Offer Document”)
for the voluntary cash tender offer (the "Offer") by Thon Gruppen AS (the
"Offeror") for all issued and outstanding shares (the "Shares") in Olav Thon
Eiendomsselskap ASA (the "Company"; OSE trading symbol "OLT") at a cash
consideration of NOK 335 per Share (the "Offer Price").

As of 12.41 (CET) of the date hereof, the Offeror has, through acceptances from
shareholders in the Company, pre-acceptances from the shareholders set out in
section 3.2 (“Pre-Acceptances”) of the Offer Document received acceptances of
the Offer that together with the Offerors already directly and indirectly owned
Shares amount to 91.590.972 Shares, representing approximately 90,3% of the
Company's issued and outstanding share capital. Subject to verification of
acceptances received, this means that the condition for completion of the Offer
relating to "Minimum Acceptance", as set out in section 2.8 ("Conditions for
Completion of the Offer") of the Offer Document, has been satisfied.

The complete terms and conditions for the Offer, including procedures for how to
accept the Offer and detailed information regarding settlement, are set out in
the Offer Document. Subject to regulatory restrictions in certain jurisdictions,
the Offer Document is available on the receiving agent's webpage:
https://www.abgsc.com/ongoing-transactions/voluntary-offer-in-olav-thon and may
be obtained free of charge during ordinary business hours at the offices of the
receiving agent, Ruseløkkveien 26, 0251 Oslo, Norway.

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.

* * *

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 the Company 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 the Company 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 the Company'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 including 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. The financial advisors to the Offeror may also engage in
ordinary course trading activities in securities of the Company, 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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