The independent members of the Board of Directors (the "Independent Board") of
Olav Thon Eiendomsselskap ASA (the "Company") refers to the announcement made by
Thon Gruppen AS (the "offeror"), the Company's largest shareholder holding
(together with Investhon AS) approx. 75,4 % of the Company's issued and
outstanding share capital (the "Offeror"), on 12 November 2025 regarding its
intention to launch a voluntary cash offer of NOK 335 per share in the Company
as stated thereien(the "Offer").
Due to their affiliation with the Offeror, the chairman of the Company's board
of directors, Kjetil Nilsen, board member Sissel B. Haga Thon, and deputy member
Arne B. Sperre, have informed the Independent Board that they have recused
themselves from participating in the Company's processing and consideration of
the Offer by. Thus the Independent Board will consist of Line Norbye, Stig O.
Jacobsen and Elisabeth Holvik.
The Independent Board notes the Offeror's interest in increasing its ownership
in The Company, and refers to the offer document for the Offer that is expected
to be prepared and issued by the Offeror and approved by the Financial
Supervisory Authority of Norway at a later stage, for the full termes of the
Offer. This announcement is not a statement pursuant to the Norwegian Securites
Trading Act section 6-16. Such a statement shall be published at the latest one
week before expiry of the offer period pertaining to the Offer.
The shareholders are adviced to refrain from taking any action in respect of
their shares in the Company which may be prejudical to their interests, and to
exercise cation when dealing in the shares of the Company.
The Company has engaged Advokafirmaet BAHR AS in connection with the Offer.
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