Volue ASA

M&A Activity • Jul 8, 2024

Volue ASA: Comments to the contemplated voluntary cash offer

Volue ASA: Comments to the contemplated voluntary cash offer

Oslo, 8 July 2024

Volue ASA ("Volue" or the "Company") refers to the stock exchange notice released today, 8 July 2024, regarding the intention of Edison Bidco AS (the "Offeror") to launch a voluntary cash offer for all shares in the Company at an offer price of NOK 42 per Volue share ("Offer"). The Offeror is a newly established entity which will be owned by Arendals Fossekompani ASA ("AFK"), funds advised by Advent International L.P. ("Advent") and funds advised by Generation Investment Management LLP ("GIM", and together with AFK and Advent, the "Investors") upon closing of the Offer.

Volue received a non-binding indicative all-cash offer (the "Non-Binding Offer") from the Investors to acquire all the shares in the Company at a price of NOK 42 per share on 20 June 2024. In response to this Non-Binding Offer, Volue initiated engagement with the Investors to explore whether the Non-Binding Offer will be beneficial to the Company and its shareholders and the possibility to enter into a transaction agreement. During this process, the Company has allowed Advent and GIM to carry out a confirmatory due diligence exercise and the parties started negotiating a transaction agreement with regards to the Non-Binding Offer.

Following a thorough assessment of the Non-Binding Offer, the anticipated fair value of the Company as well as the future prospects and opportunities for Volue, the independent members of the Board of Directors of Volue, comprising the seven independent board members who are not affiliated with AFK (the “Independent Board”), have determined that the proposed offer price of NOK 42 per share is not sufficiently attractive to justify committing Volue to a transaction agreement at this juncture. A transaction agreement for voluntary cash offer will typically restrict the ability to consider alternative transactions and require pre-commitments to tender shares from board members, executive management and certain other shareholders.

Despite being the largest seller of shares to the Offeror, the Independent Board notes that only AFK is entitled to reinvest in the Offeror. The Independent Board is, nevertheless, supportive to the launch of the Offer. The Independent Board believe that there is an industrial rationale for the transaction and that the shareholders should be provided with the opportunity to receive the Offer so that they can form their own judgements based on their understanding of the Company's prospects and their individual liquidity needs. The Independent Board, along with its advisors, will engage in further deliberations to resolve if a recommendation to the shareholders to accept the Offer will be prudent, contingent upon the formal launch of the Offer and validation of the offer document by Oslo Børs.

If the Offeror makes the Offer as announced, the Independent Board will make its statement in respect of such Offer as required by law. The Independent Board advises all shareholders to monitor the situation, but not take any action in respect of the potential Offer until shareholders can assess the merits of such Offer on the basis of further developments, including the Independent Board's formal statement of the Offer.

Information cleansing

In connection with the discussions with the Investors and through their confirmatory due diligence exercise, the Company has provided the Investors with certain information, including a trading update for April and May 2024. In order to ensure that all shareholders hold the same level of information, the below summary provides the key highlights of the information the Offeror has received.

Financial figures for the 5-month period ending 31 May 2024:

• Operating revenues of NOK 671 million representing approx. 14 per cent YoY growth compared to NOK 588 million representing approx. 24 per cent YoY growth during the same period previous year.

• Organic growth for the period was approx. 6 per cent YoY growth compared to same period previous year.

• Adjusted EBITDA of approx. NOK 139 million (adjusted EBITDA margin of approx. 21 per cent) compared to NOK 101 million (adjusted EBITDA margin of approx. 17 per cent) during the same period previous year.

• EBITDA of approx. NOK 123 million (EBITDA margin of approx. 18 per cent) compared to NOK 89 million (EBITDA margin of approx. 15 per cent) during the same period previous year

• R&D capex (% of revenues) for the period was 11 per cent, compared to 9 per cent during the same period last year.

• Recurring revenue growth of approx. 26 per cent compared to approx. 23 per cent during the same period previous year.

• SaaS revenue growth of approx. 38 per cent compared to approx. 42 per cent during the same period previous year.

See definitions of adjusted EBITDA, Annual Recurring Revenue and SaaS in the "APMs" section below.

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The Company has engaged Pareto Securities AS and Advokatfirmaet CLP DA to advise it in respect of the Offer.

For further information, please contact:

Arnstein Kjesbu, CFO, Volue +47 970 47 699, arnstein.kjesbu@volue.com

Jacob Zeno Clausen Krøvel, Head of IR, Volue + 47 484 03 225, jacob.krovel@volue.com

About Volue | www.volue.com Volue is a market leader in technologies and services that power the green transition. Based on 50 years of experience, Volue provides innovative solutions, systems and insights to industries critical to society. Over 800 employees work with more than 2,500 customers across energy, power grid, water and infrastructure projects that ensure a sustainable, flexible and reliable future. The company is headquartered in Oslo, Norway and active in 40+ countries. Visit volue.com for more information.

This information was considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Arnstein Kjesbu, CFO, on the time and date provided.

Alternative Performance Measures (APMs)

In order to enhance the understanding of Volue's performance, the Group presents certain measures and ratios considered as alternative performance measures (APMs) as defined by the European Securities and Markets Authority, and these should not be viewed as substitutes for any IFRS measures.

The APMs included in this announcement include:

Adjusted EBITDA is EBITDA adjusted for non-recurring items. Non-recurring items are items that are not part of the ordinary business, such as external costs related to implementation of corporate back-office cloud-based systems (e.g. ERP), M&A related costs and costs related to the share-based remuneration schemes.

Annual Recurring Revenues, defined as revenues from recurring contracts including software as a service. Includes also elements of reoccurring revenue. For Scanmatic reported under "Other segments".

SaaS revenues, meaning Software as a Service (SaaS) revenues. Defined as revenues from software and services operated by Volue in the cloud.

The APMs are presented as the Group considers them to be important supplemental measures to understand the overall picture of revenue and profit generation in the Group’s operating activities.