Completion of the voluntary cash offer to acquire all issued and outstanding shares og Olav Thon Eiendomsselskap ASA

14 Jan 2026 12:09 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, 14 January 2026

Reference is made to 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"). Reference is further
made to the stock exchange announcement made on 18 December 2025 regarding
settlement of the Offer, whereby the Offeror announced that settlement of the
Offer would be made not later than on 21 January 2025.

The Offeror hereby announces that the Offer has been completed and that
settlement of the Offer has been made pursuant to the terms set out under
section 2.16 of the Offer Document. For every Share for which the Offer has been
lawfully accepted, the Offeror has paid a consideration of NOK 335 per Share. As
of settlement of the Offer, the Offeror holds 68,674,000 Shares, representing
approximately 67.7% of the share capital and voting rights in the Company.
Following settlement of the Offer, the Offeror owns 96,231,592 shares in the
Company, which equals approx. 94.8% of the total number of shares and votes in
the Company. In due course after the date of this announcement, and within the
time limits set forth in section 6-22 (3) no. 1 og the Norwegian Securities
Trading Act, the Offeror intends to effect a compulsory acquisition of the
remaining Shares in the Company not owned by the Offeror at a redemption price
equal to the Offer Price of NOK 335 per Share. A separate press release will be
announced when the compulsory acquisition has been resolved by the board of
directors of the Offeror in accordance with section 6-22 of the Norwegian
Securities Trading Act and section 4-25 of the Norwegian Public Limited
Liability Companies Act.

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

* * *

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 like 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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