Public Property Invest : 14.06.24 - Combination presentation Logistea and KMCP

Establishing a Nordic leader in logistics, warehouse

and industrial properties

14 June 2024

Introduction

Introduction

• Logistea AB (publ) ("Logistea") and KMC Properties ASA ("KMCP") have today entered into an agreement whereby
  Logistea will combine with KMCP
• The combination is executed by Logistea acquiring all the shares in the property-owning subsidiary of KMCP ("KMC
  HoldCo") with payment in newly issued class A and B shares in Logistea (the "Transaction")
• The newly issued Logistea shares are expected to be distributed to the shareholders of KMCP following completion of the Transaction, with ~80% being distributed in July 2024 and the remaining expected to be distributed in late Q3 or early Q4 2024
• The combined Company forms a leading Nordic logistics, warehouse and industrial real estate company with strategic focus on long-term growth, financial stability and sustainability
• The combined Company will significantly expand and diversify Logistea's operations, improve its growth prospects and access to capital and enhance its in-house capabilities
• Significant increase in size to a property value exceeding SEK 13 billion and an NOI of almost SEK 900m

Completion of the Transaction is subject to customary closing conditions, including inter alia:

• Approval of the Transaction by 2/3 of the shareholders of KMCP at an EGM;
• Authorisation for the Logistea BoD to resolve upon the issuance of the consideration shares and approval of certain related resolutions by 2/3 of the shareholders of Logistea at an EGM;
• Approval by the bondholders in KMCP to transfer the bond loan of NOK 900m to KMC HoldCo; and
• That a prospectus regarding admission to trading of shares in Logistea will be approved and published by the Swedish Financial Supervisory Authority.
• Valuation of both companies correspond to NAV with certain adjustments
• Logistea shareholders will own ~51% of the shares in Logistea post the combination and KMCP shareholders will own ~49% of the shares in Logistea post the combination

Market cap: SEK ~3.5bn	+	Market cap: SEK ~3.0bn
Property value: SEK ~6.2bn(a)	Property value: SEK ~6.9bn(a)

Combined Company

Property value: SEK +13bn

Net initial yield: 6.9%(b)

WAULT: +10 years

Lettable area: ~1.4m sqm

3	Source: Company information. SEK/NOK=1.00. Factset as of 11 June 2024.
(a)	Based on 31 March 2024. Logistea adjusted for acquisition of one property in Åmål completed in Q2 2024. KMCP adjusted for acquisitions of one property in Denmark and three properties in Poland completed in Q2 2024 and one ongoing acquisition of a property in Belgium.
	(b)	Net initial yield calculated as NOI on an annual basis in relation to property value excl. projects.

Strong shareholder support for the combined company

Shareholder support in Logistea

Selected owners supporting the transaction	Capital, %	Votes, %	Supports the
transaction
Slättö	19.8%	22.0%	P
Rutger Arnhult	12.5%	12.4%	P
Nordika	11.7%	12.1%	P
Fjärde AP-fonden	8.5%	5.2%	P
Länsförsäkringar Fonder	3.8%	2.3%	P
Dragfast AB	3.3%	13.5%	P
Patrik Tillman	2.6%	1.8%	P
Carnegie Fonder	2.1%	1.3%	P
Other	4.1%	2.5%
Total	68.4%	73.1%

Shareholders representing ~68% of capital and ~73% of votes have

expressed their support for the transaction

Shareholder support in KMCP

Selected owners supporting the transaction	Capital, %	Votes, %	Supports the
transaction
BEWI Invest	36.2%	36.2%	P
Nordika	17.4%	17.4%	P
Rutger Arnhult	10.2%	10.2%	P
Corvus Estate	4.3%	4.3%	P
Kastor Invest	0.5%	0.5%	P
Total	68.6%	68.6%

Shareholders representing 69% of capital and votes have expressed their

support for the transaction

4

Indicative timeline

14 June	Announcement of the combination, EGM notices and bondholder
approval process in KMCP
28 June	Written bondholder resolution concluded in KMCP
5 July	EGM in KMCP
9 July	EGM in Logistea
11 July	Prospectus approved and published
11 July	Delivery and listing of newly issued shares in Logistea to KMCP
(closing)
	It is expected that ~80% of the consideration shares will be distributed
Post closing	to KMCP's shareholders in July 2024 and the remaining consideration
shares are expected to be distributed in late Q3 or early Q4 on the basis
	of an audited interim balance sheet as per 31 July 2024

5

Introduction to Logistea and KMCP

Logistea in brief

Logistea at a glance

SEK 6.2bn

Portfolio value

				8.3 years
				WAULT
				SEK 402m
				Annualised
▪ Swedish real estate company focusing on warehousing, logistics and			rental income
	light industry properties, with a majority of properties located in southern
	and central Sweden			6.3%
▪	Logistea owns 73 properties with a total lettable area amounting to 672k	%
	Net initial
	square meters excluding ongoing and planned new construction and
	extensions			yield(a)

• Logistea primarily sign triple net leases with full CPI adjustment, where

the tenant pays the cost of operation and maintenance in addition to the
contracted rent	99%

Indexed leases

Property information

Contracted rental income by category

Industrial and production

7%	6%5%	E-commerce
	45%	Logistics
17%		Food industry
	20%	Insulation and construction
	Other

Contracted rental income by tenant

	NKT
9%	Nordic Nest AB
6%
5%	GDL AB
4%
4%	LB-Hus AB
71%	Dana TM4
	Other

Source: Company information. SEK/NOK=1.00.

7 Note: All figures based on 31 Mar 2024 adjusted for acquisition of one property in Åmål completed in Q2 2024. Valuation property yield is 6.7%.

(a) Net initial yield calculated as NOI on an annual basis in relation to property value excl. projects.

KMCP in brief

KMC Properties at a glance

• Manager of high yielding industrial and logistics properties in Norway, Sweden, Denmark, Netherlands, Finland, Germany, Belgium and Poland

SEK 6.9bn

Portfolio value

11.5 years

WAULT

SEK 521m

Annualised

rental income

Property information

Contracted rental income by country

Contracted rental income by tenant

3% 3%

5%

5%

7%

48%

14%

15%

19%

7%

7%55%

12%

Norway

Denmark

Sweden

Netherlands

Finland

Germany

Belgium

Poland

BEWI

Insula

Grøntvedt

Scana

Other

▪	The portfolio consists of 72 properties with a total lettable area of 715k			7.5%
	sqm	%
	Net initial
▪	Low operational expenses due to mainly triple net bare-house lease
		yield(a)
	contracts resulting in 99% surplus ratio

• BEWI and its subsidiaries are KMCP's largest tenants. BEWI is a

European provider of packaging, components and insulation solutions.	99%
The company is listed on the Oslo Stock Exchange
Of contracts fully
	CPI adjusted

Contracted rental

income by category

3%

7%

9%

39%

15%

27%

Insulation and construction

Fish industry

Industrial and production

Packaging

Food industry

Logistics

Source: Company information. SEK/NOK=1.00.

8 Note: All figures based on 31 Mar 2024 adjusted for acquisitions of one property in Denmark and three properties in Poland completed in Q2 2024 and one ongoing acquisition of a property in Belgium.

(a) Net initial yield calculated as NOI on an annual basis in relation to property value excl. projects.

Transaction rationale

Establishing a Nordic leader in logistics, warehouse and industrial properties

Combined Company highlights(a)

145

Properties

SEK ~13.1bn

Total property value

~10.1 years

WAULT

SEK 6,558m

EPRA NRV(b)

Contracted rental income value by sector

2%		Industrial and production
5%		Insulation and construction
7%	28%
	Fish industry
9%
9%		E-commerce
	Logistics
15%	24%	Food industry
		Packaging
		Other

Property locations

~97%

Occupancy rate

SEK 949m

Rental value

SEK 899m

Annualised NOI

6.9%

Net initial yield(c)

Contracted rental income value by tenant

	BEWI
31%	Insula
50%	NKT
	Grøntvedt
7%
4%4%4%	Scana
	Other

Contracted rental income

value by country(a)

3%2% 1%

4%3%

8%

	52%
27%
Sweden	Norway
Denmark	Netherlands
Finland	Germany
Belgium	Poland

10	Source: Company information. SEK/NOK=1.00.
(a)	Based on 31 March 2024. Logistea adjusted for acquisition of one property in Åmål completed in Q2 2024. KMCP adjusted for acquisitions of one property in Denmark and three properties in Poland completed in Q2 2024 and one ongoing acquisition of a property in Belgium.

1. Based on 31 March 2024. Logistea EPRA NRV adjusted for share issue to Slättö in connection with property acqusition in Åmål completed in Q2 2024.
2. Net initial yield calculated as NOI on an annual basis in relation to property value excl. projects.