NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Oslo, Norway, 23 May 2024 at 07:30 (CEST). Baltic Sea Properties AS ("BALT" or
the "Company", and together with the Company's subsidiaries, "BSP") hereby
announces a contemplated private placement of NOK 82.18 to 174 million by
issuing up to 3,551,020 new shares in the Company (the "Offer Shares") (the
"Private Placement"). The Company has engaged Norne Securities AS and SpareBank
1 Markets AS as Joint Lead Managers and Joint Bookrunners (together, the
"Managers") to advise on and effect the contemplated Private Placement.

The price per Offer Share (the "Subscription Price") is set to NOK 49.0 per
share. The final number of Offer Shares to be issued in the Private Placement
will be determined by the board of directors of the Company (the "Board") on the
basis of an accelerated book-building process to be conducted by the Managers.

The Company intends to use the net proceeds from the Offer Shares for the
Company's development projects in the Baltics, as well as for general corporate
purposes.

The bookbuilding period for the Private Placement will start today, 23 May 2024
at 09:00 (CEST) and close on 31 May 2024 at 16:30 (CEST). The Company and the
Managers may, however, at any time resolve to extend or shorten the bookbuilding
period on short or no notice. If the bookbuilding period is extended or
shortened, any other dates referred to herein may be amended accordingly. The
Company intends to announce the number of Offer Shares in the Private Placement
through a stock exchange notice expected to be published before opening of the
trading on Oslo Børs on 3 June 2024. The completion of the Private Placement,
final allocation and issuance of the Offer Shares is subject to the approval by
the Company's annual general meeting (the "AGM").

The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations (including Regulation
(EU) 2017/1129) are available, including to employees and directors of the
Company. Conditional allocation of Offer Shares will be determined by the Board,
at its sole discretion, in consultation with the Managers, following the expiry
of the bookbuilding period. 

The Company may focus on allocation criteria such as (but not limited to)
pre-commitments, current ownership in the Company, timeliness of the
application, relative order size, sector knowledge, perceived investor quality
and investment horizon.  

The Company has received a total of NOK 82.18 million in pre-commitments (and
the pre-committing investors will, subject to the conditions described below, be
allocated Offer Shares equal to their respective pre-commitments):
-	NOK 70.0 million from UAB Baltic Equity, a company controlled by James Andrew
Clarke (Chairman of the Board), owning 27.4% of the Company
-	NOK 11.6 million from Auris AS
-	NOK 580,000 from Arthen Invest AS, a company controlled by Lars Christian
Berger (CEO).

The pre-commitments are made subject to certain customary conditions. In
addition, NOK 35.87 million of the pre-commitment from UAB Baltic Equity is
subject to the AGM approving an amendment to § 10 of the Company's articles of
association (the "Articles of Association") whereby the threshold for triggering
a mandatory bid on the Company's shares is increased from 1/3 to 40%.
If the AGM does not approve the amendment to § 10 of the Articles of
Association, the size of the Private Placement and the subscription by UAB
Baltic Equity will be reduced such that UAB Baltic Equity's post-transaction
ownership in the in the Company does not exceed 1/3 of the share capital and
accordingly, that no mandatory bid is triggered by UAB Baltic Equity's
subscription in the Private Placement. 

Completion of the Private Placement, by delivery of the Offer Shares to
investors, is subject to (i) all necessary corporate resolutions being validly
made by the Company, including (without limitation) the Board resolving to
proceed with the Private Placement and the AGM resolving to consummate the
Private Placement and issue and allocate the Offer Shares, and (ii) registration
of the share capital increase relating to the Offer Shares in the Norwegian
Register of Business Enterprises.

Delivery of the Offer Shares will take place upon registration of the share
capital increase pertaining to the Private Placement having been registered in
the Norwegian Register of Business Enterprises, expected to take place on or
about 11 June 2024. The Offer Shares will not be tradable on the Euronext Growth
Oslo until the Offer Shares have been registered by the Norwegian Register of
Business Enterprises.

The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason. Neither the Company nor the
Managers will be liable for any losses incurred by applicants if the Private
Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act, the Norwegian Securities Trading Act, and the
rules on equal treatment under Euronext Growth Rule Book II, and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment, and deems that the
proposed Private Placement is in compliance with these obligations. 
The Board is of the view that it will be in the common interest of the Company
and its shareholders to raise equity through a private placement. By structuring
the equity raise as a private placement, the Company is expected to raise equity
efficiently, with a lower discount to the current trading price, at a lower cost
and with a significantly reduced completion risk compared to a rights issue. The
Company has considered a rights issue instead of a private placement. The
Company is of the opinion that a rights issue would have to be on a fairly
significant discount, and guaranteed by a consortium of underwriters which would
also be an added cost for the Company. 
In summary, the Company expects to be in a position to complete the share issue
in today's market conditions in an efficient manner, at a higher subscription
price and at significantly lower cost and with a lower completion risk than
would have been the case for a rights issue. As a consequence of the private
placement structure, the shareholders' preferential rights to subscribe for the
Offer Shares will be proposed deviated from. 
Notwithstanding the above, the Board will consider carrying out a subsequent
repair issue directed towards shareholders that were not allocated shares in the
Private Placement. 

AGP Advokater is acting as Norwegian legal counsel to the Company in connection
with the Private Placement. Advokatfirmaet Selmer AS is acting as legal counsel
to the Managers.

For additional information, please contact:
Lars Christian Berger
CEO 
Phone: +47 930 94 319
Email: Lcb@balticsea.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 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Lars Christian Berger, CEO on the time and date
provided.

About:
Baltic Sea Properties is an open-ended and fully integrated real estate
investment company.
The company is among the Baltics' leading real estate investors and developers -
owning a diversified cash flow generating portfolio of modern real estate in the
logistics, industrial and commercial segments.

Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. 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 "US 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 US Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the offering 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 in this
announcement will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the US Securities Act.

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 the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with
any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication 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 for
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 or include certain
forward-looking statements. Forward-looking statements are statements that are
not historical facts and may include, without limitation, any statements
preceded by, followed by or including words such as "aims", "anticipates",
"believes", "can have", "continues", "could", "estimates", "expects", "intends",
"likely", "may", "plans", "projects", "should", "target" "will", "would" and
words or expressions of similar meaning or the negative thereof. These
statements are based on the management's current views and assumptions and
involve both known and unknown risks and uncertainties and assumptions that are
within and outside the management's control. 
Although the Company believes that the expectations implied in any such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to be correct. Actual results, performance or events may
differ materially from those set out or implied in the forward-looking
statements. No representation is made that any of these forward-looking
statements or forecasts will come to pass or that any forecast result will be
achieved. The forward-looking statements included in this announcement represent
the Company's views as of the date of this announcement and subsequent events
and developments may cause the Company's views to change. The Company disclaims
any obligation to update forward-looking information except as required by law.
Readers should not place undue reliance on any forward-looking statement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake 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.
Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
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. Neither the
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
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.