Carasent

Transaction in Own Shares • Sep 25, 2023

Carasent ASA - Offer to shareholders to sell shares to the company

Carasent ASA - Offer to shareholders to sell shares to the company

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL. PLEASE SEE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION

Carasent ASA ("Carasent" or the "Company) refers to the stock exchange release

22 September 2023 in respect of the Distribution (as defined therein) of NOK

250 million to its shareholders by way of a combination of a share buy-back

and distribution on shares. The Company has decided to initiate a share

buy-back of up to 7,962,052 shares, pursuant to the authorization given by the

Company's Annual General Meeting on 3 May 2023 (the "Offer"). The shares

purchased through the share buyback may be used for prospective reductions of

the share capital.

The Offer will be carried out as a reversed book-building process which starts

on 25 September 2023 at 09:00 CEST and will close no later than 28 September

2023 at 16:30 CEST (the "Application Period"). The Company reserves the right

to close or extend the Application Period at its own discretion without

further notice. Pricing and allocation are expected on or about 29 September

2023, the trade date is expected to be on or about 29 September 2023 with

settlement date expected on or about 3 October 2023. If the Application Period

is extended the dates referred to herein may be amended accordingly.

The Company has mandated DNB Markets, a part of DNB Bank ASA ("DNB Markets) as

sole bookrunner for the Offer. DNB Markets will receive and accumulate sales

orders from shareholders submitting the acceptance form published with this

release via email demand@dnb.no. Existing customers of DNB Markets may also

provide their order / respective volume and price targets to DNB Markets by

telephone +47 24 16 90 20. Sales orders received and terms offered by the

relevant shareholders are irrevocable and cannot be changed.

The final purchase price will be identical for all selling shareholders. The

Company will in the event of receiving orders above 7,962,052 shares depending

on the prices and volumes requested by shareholders, allocate shares at its

discretion in accordance with the best interest of the Company, with the equal

treatment of shareholders as the primary objective. The Company reserves the

right to, at its own discretion to buy back fewer shares or no shares at all,

to terminate the Offer or make any amendments regarding the volume or other

terms of the contemplated Offer. The Company may further, at its sole

discretion terminate, withdraw or extend the Offer at any time until notices

of allocations have been sent.

For further details please contact: Svein Martin Bjørnstad, CFO Tel: +47 979

69 493, or Daniel Öhman, CEO Tel: +46 70-855 37 07.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 the Norwegian Securities Trading Act. This stock exchange

announcement was published by Svein Martin Bjørnstad, CFO, on 25 September

2023 at 08:00 CEST.

The Offer and the distribution of this announcement and other information in

connection with the offer may be restricted by law in certain jurisdictions.

The Company does not assume any responsibility in the event there is a

violation by any person of such restrictions. Persons into whose possession

this announcement or relevant information should come are required to inform

themselves about and to observe any such restrictions. The offer is not being

made directly or indirectly in, or by use of the mails of, or by any means or

instrumentality of interstate or foreign commerce of, or any facilities of a

national securities exchange of, the United States of America, its territories

and possessions, any State of the United States and the District of Columbia

(the "United States"). This includes, but is not limited to, facsimile

transmission, internet delivery, e-mail and telephones. Copies of this release

and any related documents are not being, and must not be, mailed, e-mailed or

otherwise distributed or sent in or into the United States and so doing may

invalidate any purported acceptance.

This information is subject to disclosure under the Norwegian Securities

Trading Act, §5-12. The information was submitted for publication at

2023-09-25 08:00 CEST.