Komplett ASA

Prospectus • Jan 4, 2023

Komplett ASA: Approval and publication of prospectus

Komplett ASA: Approval and publication of prospectus

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Sandefjord/Oslo, 4 January 2023: Reference is made to the stock exchange

announcement made by Komplett ASA (the "Company") on 15 November 2022 regarding

the successful placing of a private placement in the Company raising gross

proceeds of NOK 1,000,050,000 (the "Private Placement") and a potential

subsequent offering of up to 3,390,000 new shares (the "Subsequent Offering"),

as well as the stock exchange announcement made on 8 December 2022 where the

Company among other announced that the general meeting had resolved to  grant

the board of directors an authorisation to increase the Company's share capital

by up to NOK 1,356,000, by the issuance of up to 3,390,000 new shares in

connection with the Subsequent Offering.

In connection with the Private Placement, a total of 67,800,000 new shares were

issued, of which 21,499,515 shares were immediately listed and tradeable on the

Oslo Stock Exchange. The remaining 46,300,485 shares (the "Unlisted Private

Placement Shares") have not yet been listed and tradeable on the Oslo Stock

Exchange. These shares have been issued in the CSD on a temporary ISIN NO

The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on

4 January 2023, approved a prospectus prepared by the Company (the "Prospectus")

for (i) the listing of the Unlisted Private Placement Shares on Oslo Stock

Exchange and (ii) the offering and listing of new shares in the Subsequent

Offering. The Prospectus is prepared in accordance with the EU Prospectus

Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the

Council of 14 June 2017 and ancillary regulation, as implemented under Norwegian

law.

The Prospectus, including the subscription form for the Subsequent Offering,

will be made available on the Company's website at

https://www.komplettgroup.com/investor-relations. Printed copies of the

Prospectus may be obtained free of charge at the Company's registered office at

Østre Kullerød 4, 3241 Sandefjord, Norway.

It is expected that the Unlisted Private Placement Shares will commence trading

on the Oslo Stock Exchange on or about 6 January 2023, following the transfer of

the Unlisted Private Placement Shares from the temporary ISIN NO 0012763434 to

ISIN NO 0011016040 after the publication of the Prospectus.

For further inquiries, please contact:

Kristin Hovland, Head of Communication

Kristin.Hovland@komplett.com

Krister A. Pedersen, CFO

Krister.Pedersen@komplett.com

About Komplett ASA

Komplett Group is a leading online-first electronics and IT products retailer,

operating in Norway, Sweden and Denmark. Serving customers in the B2C, B2B and

distribution markets, the Group is deeply focused on delivering best in class

customer experience, built through decades of knowhow, expertise and deep

customer commitment. Komplett Group operates an efficient and scalable business

model that supports cost leadership and enables a competitive product offering.

This information is subject to the disclosure requirements pursuant to Section 5

-12 the Norwegian Securities Trading Act.

IMPORTANT INFORMATION

This information does not constitute or form a part of any offer of securities

for sale or a solicitation of an offer to purchase securities of the Company in

the United States or any other jurisdiction. The securities of the Company may

not be offered or sold in the United States absent registration or an exemption

from registration under the U.S. Securities Act of 1933, as amended (the "U.S.

Securities Act"). The securities of the Company have not been, and will not be,

registered under the U.S. Securities Act. Any sale in the United States of the

securities mentioned in this communication will be made solely to "qualified

institutional buyers" as defined in Rule 144A under the U.S. Securities Act.

No subscription rights to the securities will be made in the United States. In

any EEA member state, other than Norway and Sweden, this communication is only

addressed to and is only directed at qualified investors in that Member State

within the meaning of the EU Prospectus Regulation, i.e., only to investors who

can receive the offer without an approved prospectus in such EEA member state.

The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the

European Parliament and of the Council of 14 June 2017 (together with any

applicable implementing measures in any EEA member state).

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors who (i) are 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) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). These materials are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is

available only to 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 "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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 Company 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 its control. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The information, opinions and forward-looking

statements contained in this announcement speak only as at its date, and are

subject to change without notice. This announcement is made by, and is the

responsibility of, the Company.

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 of the Company. The Company

expressly disclaims any obligation or undertaking to update, review or revise

any statement contained in this announcement whether as a result of new

information, future developments or otherwise. The distribution of this

announcement and other information may be restricted by law in certain

jurisdictions. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.