Carasent

Regulatory Filings • Oct 4, 2024

Information to the shareholders in Carasent ASA regarding the cross-border merger and relisting of the shares on Nasdaq Stockholm

As a shareholder, you need to ensure that you can receive Swedish shares in order to trade and avoid unnecessary costs in the future

Introduction

This document provides brief information to you as a shareholder in Carasent ASA (the "Company" or "Carasent ASA") concerning delivery of shares in Carasent AB (publ) ("Carasent AB") and trading in such shares following completion of the cross-border merger of Carasent ASA into Carasent AB and the change of listing venue of the shares from Oslo Børs (Norway) to Nasdaq Stockholm (Sweden) (the "Relisting").

Summary of actions for shareholders

• 1. Contact your bank or custodian via which you hold your existing shares in Carasent ASA, and ask whether your account is able to hold Swedish listed shares.
  2. a. If yes: no further action is required at this point. Please see item 3.
  3. b. If no: check if your bank or custodian offer an account that is able to hold Swedish listed shares
     • i. If yes: Open an account and instruct your bank or custodian to transfer your Carasent ASA shares to the new account, if required, with consent from lenders or others who have a security interest or other interest in your Carasent ASA shares
     • ii. If no: You can free of charge open an account at Nordnet (https://www.nordnet.no/no/kampanjer/carasent) and follow the instructions on the webpage to transfer your Carasent ASA shares to Nordnet
• 1. If, at the time of the Relisting, you do not have an account that can receive Swedish listed shares or your instructions to transfer your Carasent ASA shares to such account are not effective, you will receive your Carasent AB shares in "secondary recorded" form to your VPS account. In order to make such shares eligible for trading on Nasdaq Stockholm, you will need to open an account that can hold Swedish listed shares and give effective instructions to re-record "secondary recorded" shares to tradable shares. Item 2 applies also for such conversion, save that the conversion will only be free of charge until around 10 March 2025.
• 1. Ahead of the Relisting, instructions will be provided regarding dates and submission of instruction form to DNB or your custodian. It is expected that such instructions will be given around 11 November 2024.

Note: Following the expiration of the free of charge conversion period the cost associated with re-recording the shares amounts to NOK 1,500.

All shareholders and other stakeholders are advised to review the documentation prepared by the Company and Carasent AB in relation to the Relisting, including the cross-border merger plan and thereto related documents, company announcements and press releases, available at https://carasent.com/investors.

The Company's assets and business will not change in connection with the absorption by Carasent AB through the cross-border merger. The merger is not regarded as a realisation for tax purposes. For further information on the Relisting, please see the Company's stock exchange notice dated 30 August 2024.

The shareholders of Carasent ASA will on completion of the cross-border merger automatically become shareholders in Carasent AB and their shares in Carasent ASA will be exchanged into shares in Carasent AB in proportion to their existing shareholding with a ratio of 1:1 (so that shareholders will receive one share in Carasent AB for each share in Carasent ASA). After the completion of the cross-border merger, the ownership structure of Carasent AB will be the same as the ownership structure of Carasent ASA immediately before the completion of the crossborder merger. No cash consideration will be disbursed to the shareholders of the Company in connection with the cross-border merger. Consequently, the cross-border merger will not have any diluting effect for shareholders.

The last day of trading in Carasent ASA shares on Oslo Børs is expected to be on or about 3 December 2024, and the first day of trading in Carasent AB shares on Nasdaq Stockholm is expected to be as soon as soon as technically possible following the last day of trading in Carasent ASA on Oslo Børs. A more detailed timetable is expected to be communicated in connection with the distribution of the instruction form. Please note that dates communicated may be changed, which, in such event, will be announced by the Company through a stock exchange announcement.

Delivery of shares and trading in the share following the Relisting

As soon as possible after the completion of the cross-border merger, the shares in Carasent ASA in your account will be replaced with shares in Carasent AB. As Carasent AB is a Swedish company and its shares will be listed on Nasdaq Stockholm, shareholders who wish to receive tradable shares must have a securities deposit account capable of holding Swedish shares. Shareholders in Carasent ASA which have pledged their shares as security are encouraged to contact the pledgee in order to ensure an efficient transition of such pledge in connection with the merger.

In order to make the transition as smooth as possible for you as a shareholder in Carasent ASA we encourage you to contact your bank or custodian via which you hold your existing shares in Carasent ASA, as relevant, to receive information on the possibility to hold foreign shares (Swedish listed shares) on your securities deposit account or open a securities deposit account capable of holding Swedish listed shares. The majority of banks and custodians operating in Norway are able to offer securities deposit accounts capable of holding Swedish shares.

Shareholders that are unable to hold Swedish shares with their existing bank

In case certain banks/custodians do not offer securities deposit accounts capable of holding Swedish shares, or the cost associated with said deposit account is deemed too high by the individual shareholder, the Company has entered into an agreement with Nordnet Bank pursuant to which existing shareholders may open a securities deposit account and have their shares transferred to Nordnet (https://www.nordnet.no/no/kampanjer/carasent). In order to facilitate delivery of tradable shares, individual shareholders are encouraged to initiate this process well in advance of completion of the cross-border merger and no later than 22 November 2024. Shareholder holding Carasent ASA shares through a custodian should adhere to the information provided by their custodian contact their custodian and act accordingly. The Company has

explored different options in this respect and concluded that the proposition of Nordnet Bank is the most favorable, both when it comes to price and practicalities, for the shareholders.

Shareholders that do not have an account to hold Swedish shares at the completion of the cross-border merger

If you at the completion of the cross-border merger do not have a securities deposit account eligible to hold Swedish shares in public listed companies, you will receive the Carasent AB shares ("secondary recorded shares") on your VPS account. Please note that such secondary recorded shares must be transferred from Euronext Securities Oslo (VPS Norway) to Euroclear Sweden AB and booked to a securities deposit account eligible to hold Swedish shares in order for you to trade in such shares. Only after such transfer your shares will be available for trading on Nasdaq Stockholm.

Hence, if you at some point would like to sell your secondary recorded shares, you will first need to re-record the secondary recorded shares to Swedish tradable shares after which you may proceed with selling the Swedish shares. Re-recording a secondary recorded share in order to sell it is normally associated with administrative fees imposed by the custodian/account operator.

The Company has decided on a period for exchanging secondary recorded shares free of charge, during which the Company will cover the conversion expenses for individual shareholders, which is expected to last from the listing date on Nasdaq Stockholm to around 10 March 2025. The free of charge conversion period is made available through DNB Bank ASA. Carasent urges its shareholders that have not transferred their shareholding to a securities deposit account capable of holding Swedish shares before the completion of the cross-border merger to seize this opportunity to re-record their secondary recorded shares to Swedish tradable shares to avoid potential administrative fees in the future. Shareholders wishing to seize the opportunity for a free of charge conversion shall ask their bank/broker/custodian to contact DNB Bank ASA. Following the expiration of the free of charge conversion period the cost associated with re-recording the shares amounts to NOK 1,500.

Carasent ASA recommends all shareholders in Carasent ASA to re-record their shares as soon as possible, even those who might not have the intention to sell any Carasent shares within the foreseeable future. In case of corporate actions originating from the Company, such as general meetings, the Company intends to publish case-specific generic instructions to holders of secondary recorded shares.

Shareholders whose shares are pledged or subject to other security or other interest

Your instructions to transfer shares from your VPS account will not be effective without the consent of the security holder or other relevant third party. If, at completion of the cross-border merger, your instructions cannot be complied with, secondary recorded shares will be delivered to your VPS account. Your shares may only be re-recorded as Swedish tradable shares by transferring them to a securities deposit account eligible to hold Swedish shares with consent from the relevant security holder or other relevant third party.

Questions regarding above may be directed to DNB Markets Securities Services, Sweden branch, by e-mail at emissioner@dnb.se. Please contact DNB as soon as you have questions.