The enclosed statement is made by the independent members of the board of
directors (the "Independent Board") of Olav Thon Eiendomsselskap ASA ("OLT") in
accordance with sections 6-16 and 6-19 of the Norwegian Securities Trading Act
in connection with the voluntary offer from Thon Gruppen AS (the "Offeror") to
acquire all the issued and outstanding shares in the OLT not already owned by
the Offeror, against a cash consideration of NOK 335 per share (the "Offer"),
made pursuant to the offer document dated 3 December 2025 (the "Offer
Document").
As announced by OLT on 12 November 2025, the Independent Board consists of Line
Norbye, Stig O. Jacobsen and Elisabeth Holvik. The Financial Supervisory
Authority of Norway (Nw. Finanstilsynet) has, in its capacity as take-over
authority of Norway, decided that the Independent Board shall submit the
statement on behalf of OLT.
The Independent Board has reviewed the Offer Document and evaluated factors that
the Board considers material for the assessment of whether the Offer should be
accepted by the shareholders of OLT or not. SB1 Markets AS ("SB1M") has been
engaged as independent financial adviser to the Independent Board in connection
with the Offer and has submitted a fairness opinion dated 6 December 2025
addressed to the Independent Board, which concludes that the Offer is fair from
a financial point of view.
The overall assessment of the Independent Board is that the Offer Price is fair,
and has unanimously decided to recommend OLT's shareholders to accept the Offer.
The complete statement from the Independent Board and the fairness opinion from
SB1M are attached to this announcement.
Advokatfirmaet BAHR AS is legal advisor to OLT.

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