Reference is made to the stock exchange announcement published on 8 January 2026
by KMC Properties ASA (the "Company" or "KMCP") regarding the signing and
publication of the merger plan for an all-share merger pursuant to Chapter 13 of
the Norwegian Public Limited Liability Companies Act (the "PLC Act") upon which
KMCP shall be the surviving legal entity and acquire and assume all assets,
rights and obligations of BEWI Invest ASA ("BEWI Invest") in exchange for the
shareholders of BEWI Invest receiving new shares in KMCP as merger consideration
(the "Merger").
The Merger is, among other, conditional upon KMCP's general meeting approving
the merger plan. To obtain such approval, the board of directors calls for an
extraordinary general meeting to be held on 9 February 2026 at 12:00 hours
(CET). The general meeting will be held electronically through Lumi.
The board of directors' proposal in relation to the Merger includes proposals to
(i) carry out a reverse share split in the ratio 6:1, (ii) approve the Merger
and the related share capital increase, (iii) amend the articles of association,
(iv) elect a new board of directors, and (v) elect new members to the nomination
committee. All resolutions proposed in connection with the agenda items relating
(i)-(v) will be voted on jointly. Further, the board of directors proposes that
the general meeting resolves to carry out a share capital increase in connection
with a contemplated public offering to ensure that requirements for a continued
listing on Euronext Oslo Børs of the combined company (alternatively a listing
on Euronext Expand) are fulfilled, and to grant the board of directors with
certain authorisations to issue new shares. More information is included in the
notice.
The notice and agenda of the general meeting are attached hereto. The notice and
the documents referred to therein, including the merger plan, will also be made
available on the Company's webpage www.kmcp.no.
Further information on advance voting, power of attorney and digital
participation is included in the notice.
For further information, please contact:
Christian Linge
Tel. + 47 466 37 846
Email: christian.linge@kmcp.no
This announcement is subject to disclosure under the Norwegian Securities Act
section 5-12 and the requirements of Oslo Børs' Continuing Obligations