Public Property Invest ASA: Contemplated private placement in connection with acquisition of social infrastructure portfolio from SBB

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Reference is made to the stock exchange announcement made by Public Property Invest ASA ("PPI" or the "Company") where the Company announced the acquisition of the SocialCo portfolio (the "SocialCo Transaction") from Sämhallbyggnadsbolaget i Norden AB (publ) ("SBB"), to be settled by PPI partly in cash and partly by issue of ordinary (class A) and non-voting (class B) shares (which on certain conditions will be exchangeable into ordinary class A-shares) to SBB.

PPI hereby announces a contemplated private placement of up to 153,646,693 new ordinary (class A) shares in the Company (the "Offer Shares") to raise gross proceeds of up to approximately NOK 3,534 million (the "Private Placement"). The price per Offer Share in the Private Placement is set at NOK 23.00 per share (the "Offer Price"). The Offer Price is equal to the price at which consideration shares are issued to SBB in the SocialCo Transaction.

The net proceeds from the Private Placement will be used for part financing of the SocialCo Transaction and for general corporate purposes.

The remaining cash consideration payable by PPI in the SocialCo Transaction will be financed partly with cash on PPI's balance sheet and a new two-year unsecured investment grade bridge loan facility totaling NOK 13.5 billion.

APG Invest AS ("APG Invest"), an indirect wholly-owned subsidiary of Aker ASA, has pre-committed to subscribe for and will be allocated 56,818,629 Offer Shares at the Offer Price in the Private Placement corresponding to approximately NOK 1,307 million. In addition, SBB and APG Invest have agreed that SBB shall (i) sell 178,432,867 of the Consideration Shares, all being non-voting B shares, to APG Invest at a price per share equal to the Subscription Price, corresponding to approximately NOK 4.1bn, and (ii) exchange 3,920,333 non-voting B-shares of PPI with the same number of ordinary shares of PPI (A shares) from APG Invest.

Customary lock-up agreement has been entered into with SBB for 180 days from closing of the SocialCo Transaction.

Completion of the SocialCo Transaction is subject to the satisfaction or waiver of certain closing conditions, including necessary regulatory approvals and approvals by PPI's and SBB's general meetings. Following completion of the SocialCo Transaction and the Private Placement, but before completion of a Subsequent Offering as described below, SBB will hold 34.22% of the voting rights and 40.63% of the share capital in the Company and APG Invest will hold 23.90% of the voting rights and 33.86% of the share capital of the Company.

The Company has previously disclosed that it is contemplating a dual listing on Nasdaq Stockholm. Following the completion of the SocialCo Transaction, the Company intends to reincorporate as a Swedish public limited company and apply for a primary listing on Nasdaq Stockholm, and, a secondary listing on Euronext Oslo Børs. In accordance with normal practice, such reincorporation is expected to subject to necessary corporate resolutions being made, be effected by a cross-border merger with a Swedish subsidiary following which each share in the Company will be exchanged for a share in the Swedish subsidiary, which will then become the parent of the PPI group. The listings will be close to continuous, with only a few non-trading days around the time of completion of the reincorporation, which time will be advised in detail well in advance of completion. It is expected that SBB and APG Invest will convert their class B-shares into class A-shares in connection with the primary listing on Nasdaq Stockholm.

The application period for the Private Placement will commence on 11 November 2025 at 17:30 CET and end on 12 November 2025 at 08:00 CET. The Company may, however, at its sole discretion and in consultation with the Managers (as defined below) extend or shorten the application period at any time and for any reason and on short or without notice. If the application period is extended or shortened, the other dates referred to herein might be changed accordingly.

The Private Placement is directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and offering prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Board of Directors of the Company (the "Board") may however, at its sole discretion, allocate Offer Shares for amounts below the NOK equivalent of EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. Further selling restrictions and transaction terms will apply.

Conditional allocation of Offer Shares (see below) will be made at the sole discretion of the Board after input from the Managers. Allocation will be based on criteria such as (but not limited to) pre-commitments, perceived investor quality, existing ownership in the Company, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon. There is no guarantee that any potential investor will be allocated Offer Shares, except for the pre-committing investor.

Settlement and conditions DVP settlement of the Private Placement is expected to be settled with 68,836,563 Offer Shares, equal to the number of new shares that may be listed on the Euronext Oslo Børs without a listing prospectus, to be resolved issued by the EGM and prefunded by the Managers pursuant to a pre-funding agreement to be entered into between the Managers and the Company (the "Pre-funding Agreement"), and the remaining Offer Shares (excluding the shares allocated to APG Invest in the Private Placement) is expected to be settled with existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to a share lending agreement to be entered into between APG Invest, SBB, the Managers and the Company (the "Share Lending Agreement"), as soon as the Conditions (as defined below) are fulfilled.

Completion of the Private Placement is subject to (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) an extraordinary general meeting of the Company (the "EGM") resolving to (a) issue the Offer Shares, (b) authorize the board of directors to carry out the Subsequent Offering (as defined below), and (c) approve the SocialCo Transaction by issuing the Consideration Shares to SBB (limbs (a) - (c) together; the "EGM Resolutions"), (ii) the completion of the SocialCo Transaction, (iv) the allocated Offer Shares having been fully paid, (v) the share capital increase pertaining to the issuance of the Offer Shares being registered with the NRBE; and (vi) the Share Lending Agreement and Pre-funding Agreement remaining unmodified and in full force and effect pursuant to its terms and conditions (jointly the "Conditions"). The completion of the SocialCo Transaction is anticipated in December 2025.

By participating in the Private Placement, investors who hold shares in the Company as of the record date for the EGM to be called to adopt the EGM Resolutions irrevocably and unconditionally undertake to attend and vote (or pre-vote) on behalf of all its shares in the Company in favor of, or give a voting proxy to be used in favour of, the EGM Resolutions. The EGM is expected to be held in December 2025.

Equal treatment considerations The Private Placement entails a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, and is of the opinion that it is in compliance with these requirements. The issuance of the Offer Shares is carried out as a private placement in order for the Company to be able to complete the SocialCo Transaction. To facilitate a successful capital raise, and to ensure that the Company obtained the necessary financing for the Transaction, the board, in consultation with the Managers of the Private Placement, deemed it necessary that one or more major investors committed a substantial amount. APG was willing to commit such amount, and was also willing to acquire Consideration Shares from SBB through the separate agreement so that the split between cash consideration and Consideration Shares corresponded to a level that SBB could accept for selling the SocialCo Portfolio to the Company on the negotiated terms. .

The Board has further taken into consideration that the Company had the opportunity to raise significant funds quickly, while structuring the fundraising as a rights issue directed at all shareholders would have entailed significant costs and taken several months to complete. On the basis of the above, and an assessment of the current equity markets as advised by the Managers, deal execution risk, and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.

To mitigate the dilutive effects for the existing shareholders of not participating in the Private Placement, the Company will, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement raising up to NOK 350 million which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 11 November 2025 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.

Advisors Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as Joint Bookrunners in the Private Placement (the "Managers"). Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Private Placement.

For further information, please contact:

André Gaden, CEO, andre@publicproperty.no, Ilija Batljan, CIO, ilija@publicproperty.no

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This information was submitted by Tone Omsted, EVP IR and Corporate Finance on the time and date provided.

Important information This announcement is not and does not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the Private Placement in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors pursuant to an exemption under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

In any EEA member state, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).

In the United Kingdom, this communication is only addressed to and is only directed at qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) person falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements concerning future events, including possible issuance of equity securities of the Company. 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. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.

The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers, and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.

The Managers are acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or responsibility for the contents of this announcement or any matters referred to herein.

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 the Company.

Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, 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, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.