Beerenberg

Transaction in Own Shares • Jul 5, 2024

Block sale of existing shares in Beerenberg AS

Block sale of existing shares in Beerenberg AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.

Segulah IV L.P. ("Segulah"), AlpInvest Partners Co-Investments 2012 I CV, and AlpInvest Partners Co-Investments 2011 II CV (together the "Sellers") have retained Pareto Securities AS and SpareBank 1 Markets AS as Joint Managers and Joint Bookrunners (the "Managers") to execute a block sale of existing shares (the “Offering”) in Beerenberg AS (the “Company”).

The Sellers have, as of this announcement, successfully sold 6,072,683 shares in the Company (the “Offer Shares”), which equals approximately 24.7% of the Company’s outstanding shares, at a price of NOK 27.00 per Offer Share, which equals gross proceeds of approximately NOK 164 million.

Following the Offering, the Sellers hold no shares in the Company.

Segulah is a close associate of two primary insiders in the Company: board member Sebastian Ehrnrooth and shareholder representative Oskar Oxenstierna. As a result of the successful Offering, it is expected that Sebastian Ehrnrooth will step down as board member in the Company at the next general meeting in the Company and Oskar Oxenstierna will immediately be deregistered as shareholder representative in the Company.

The Sellers continue to be strong believers in the Company and the underlying market. However, Segulah has reached maturity and is therefore in the process of exiting all holdings in order to return capital to investors.

In connection with the Company’s IPO on Euronext Growth Oslo in October 2023, the Sellers entered into a customary lock-up for a period of 9 months. The lock-up commenced on 5 October 2023 (the Company’s first day of trading on Euronext Growth Oslo), and the final day in the lock-up period was thus 4 July 2024.

The Sellers will receive the net proceeds from the Offering. The Company will not receive any proceeds from the Offering.

The PDMR notice relating to the sale of Offer Shares by Segulah is attached to this announcement.

This disclosure is made pursuant to article 19 of the EU Market Abuse Regulation (MAR) and section 5-12 of the Norwegian Securities Trading Act and contains information deemed to constitute inside information pursuant to MAR.

This announcement was published by Harald Haldorsen, CFO of Beerenberg AS on 5 July 2024 at 13:45.

Important Notices:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Seller believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond their control.

By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Seller does not have any intention or obligation to publicly update or revise any forward-looking statements after they distributes this announcement, whether to reflect any future events or circumstances or otherwise.

Neither the Managers nor any of their respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

Each of the Managers is acting for the Sellers only in connection with the Offering and no one else, and will not be responsible to anyone other than the Sellers for providing the protections offered to clients nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.