KMC Properties ASA and BEWI Invest AS announce signing of a Merger Plan

08 Jan 2026 23:45 CET

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The boards of directors of KMC Properties ASA ("KMCP") and BEWI Invest AS ("BEWI
Invest", OSE ticker: BINT) have today signed a merger plan (the "Merger Plan")
for a 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 obligations of BEWI Invest, in exchange for
the shareholders of BEWI Invest receiving new shares in KMCP as merger
consideration (the "Merger Consideration"). The combined entity following
completion of the Merger is referred to herein as the "Combined Company". It is
intended that the Combined Company remain listed on Euronext Oslo Børs,
alternatively Euronext Expand, under the company name "BEWI Invest ASA". The
purpose of the Merger is to facilitate a listing of the business of BEWI Invest
on Euronext Oslo Børs, alternatively Euronext Expand, through the Combined
Company.

To facilitate a capital structure suitable for the Combined Company after
completion of the Merger, and to ensure a minimum market value of the shares in
the Combined Company of minimum NOK 10.00, the board of directors of KMCP has
resolved to propose that the general meeting of KMCP resolves to carry out a
reverse share split (share consolidation) in the ratio 6:1 (the "Reverse Share
Split"). Subject to completion of the Reverse Share Split, KMCP will have
939,664 shares in issue, each with a nominal value of NOK 12.00.

For the purpose of the Merger, the parties have agreed on a value of KMCP of NOK
32,700,307.20, i.e. NOK 34.80 per share (following the Reverse Share Split),
which reflects the price per share of NOK 5.80 offered by Bekken Invest AS in
the mandatory offer for KMCP dated 9 October 2025. Further, the parties have
agreed on a value of BEWI Invest of NOK 3,549,480,601.20, i.e. NOK 270.77 per
share in that company. The value of BEWI Invest is based on (i) an agreed value
for BEWI Invest's shareholding in BEWI ASA based on historical trading prices
and a control premium; (ii) an external valuation of BEWI Invest's indirect
ownership in Sinkaberg AS; (iii) the net asset value on the initial 46%
ownership in Corvus Estate AS and an agreed exchange ratio for the remaining
54%; and (iv) the cost price for BEWI Invest's investments in unlisted
companies. This implies a share-for-share exchange ratio equal to 7.781 shares
in KMCP per share in BEWI Invest. BEWI Invest shares held in treasury by BEWI
Invest have not been assigned any value and no Merger Consideration will be
issued in respect of treasury shares.

Immediately following completion of the Merger and prior to the issuance of any
new shares in the Offering (as defined below), approximately 99.09% of the
shares in the Combined Company will be held by shareholders of BEWI Invest.
Bekken Invest AS, as the majority shareholder of both BEWI Invest and KMCP,
holding approximately 53.12% of the shares in BEWI Invest and approximately
54.72% of the shares in KMCP, will hold approximately 53.14% of the shares in
the Combined Company. In addition, there are 58 other shareholders in BEWI
Invest and 2,439 other shareholders in KMCP (as of 7 January 2026).

To ensure that the Combined Company meets the requirements with respect to
minimum number of shareholders required for a listing on Euronext Oslo Børs or
alternatively Euronext Expand, KMCP, in consultation with BEWI Invest, intends
to make a public offer by inviting investors to subscribe for new shares in the
Combined Company (the "Offering"). The Offering will be designed to secure that
a sufficient number of shareholders will hold shares in the Combined Company
with a value of at least NOK 10,000. The Offering will be carried out on terms
approved by the board of directors of KMCP, in consultation with BEWI Invest,
and will be contingent on completion of the Merger. The board of directors of
KMCP has resolved in a meeting held today that it will propose that the general
meeting of KMCP resolves an increase of the share capital of minimum of NOK
1,000,008 and maximum NOK 75,000,000, by the issuance of minimum 83,334 and
maximum 6,250,000 new shares, each with a par value of NOK 12, in connection
with the Offering. The Offering shall not affect the exchange ratio in the
Merger. More information about the Offering will be provided in due course.

Completion of the Merger is subject to, inter alia, the following conditions:
(i) approval of the Merger Plan by the extraordinary general meetings of each
party; (ii) the preference shares held in treasury by BEWI Invest being redeemed
without any distribution in connection with the redemption; (iii) the six-weeks
creditor period pursuant to Section 13-15 of the PLC Act having expired and any
objections from creditors having been dealt with in accordance with the PLC Act;
(iv) the subscription period in the Offering having been completed and new
shares in the Combined Company have been allocated to subscribers resulting in
the number of shareholders in the Combined Company following completion of the
Merger and the Offering satisfying the requirements for admission to trading on
Euronext Oslo Børs or alternatively Euronext Expand; (v) Oslo Børs approving
continued listing on Euronext Oslo Børs of the shares of the Combined Company or
the application for admission to trading of the shares on Euronext Oslo Børs or,
alternatively, Euronext Expand; and (vi) the Financial Supervisory Authority of
Norway having approved a prospectus for, inter alia, the listing of the
consideration shares to be issued in connection with the Merger.

The Merger is expected to be resolved by the general meetings of each of KMCP
and BEWI Invest on or about 9 February 2026. It is further expected that first
day of trading in the Combined Company will occur in early Q2 2026, following
completion of the Merger.

Reference is made to the attached Merger Plan for more information about the
Merger. A notice of the extraordinary general meeting to be held in KMCP in
connection with the Merger will be published separately.

"Today's board decision is an important milestone in fulfilling BEWI Invest's
strategy of becoming a listed, long-term partner for companies involved
primarily in industrial production, real estate, and seafood. Becoming listed is
a natural step in the development of the company, and we look forward to sharing
further details as we progress", says Bjørnar André Ulstein, CEO of BEWI Invest.


Advisors
Danske Bank A/S NUF and DNB Carnegie, a 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
AS 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 of KMCP, at 23:45
(CET) on 8 January 2026.


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 of 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 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 AS 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:
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663350_Project Kvitebjørn - Merger Plan 08.01.2026 (excl appendices).pdf