Broen Shopping

BROEN SHOPPING

TRANSACTION STRUCTURE The ultimate joint owners of the Property are CapMan Nordic Real Estate Investment S.à.r.l. and Agat Management A/S (the Sellers). The Sellers own the Property via the Danish private limited company, BROEN Shopping A/S (the PropCo). CapMan Nordic Real Estate Investments S.à.r.l. owns a 65% stake in the PropCo via a HoldCo, CMNRE Broen HoldCo ApS. Agat Management A/S owns a 35% stake in the PropCo. The PropCo is a special purpose vehicle established for the sole purpose of developing, owning and operating the Property. The proposed sale of the Property (the Transaction) is to be structured as a share deal involving the sale of CMNRE Broen HoldCo ApS and a sale of the 35% stake of the PropCo owned by Agat Management A/S to CMNRE Broen HoldCo ApS. CMNRE Broen HoldCo ApS and BROEN Shopping A/S are also referred to as the Target Companies. By structuring the Transaction as a share deal, a buyer of the Target Companies avoids paying the registration fee of 0.6% otherwise levied on the purchase price in ordinary asset deals. In addition, the buyer may take advantage of any latent capital gains tax (LCGT) taken over as part of the Transaction. The tax base value of the Property as of 31 December 2024 is estimated at approximately DKK 625 million.

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