Komplett ASA

AGM Information • Nov 17, 2022

Komplett ASA: Notice of extraordinary general meeting in connection with the private placement

Komplett ASA: Notice of extraordinary general meeting in connection with the private placement

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE

UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER

OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Sandefjord/Oslo, 17 November 2022: Reference is made to the stock exchange

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

the successful completion of a private placement to raise gross proceeds of NOK

1,000,050,000.

The Company hereby calls for an extraordinary general meeting to be held on 8

December 2022 at 14:00 hours CET for the issuance of new shares in connection

with settlement of the private placement and granting the board of directors

with an authorisation to issue new shares in connection with a contemplated

subsequent offering. The meeting will be held digitally.

The notice of the extraordinary general meeting (including appendices) is

attached to this stock exchange announcement, and will also be made available on

the Company's website https://www.komplettgroup.com/investor-relations/as-an

-investment/general-meetings/. Further information about digital attendance to

the meeting is included in the notice.

* * *

For further information, please contact:

Krister Pedersen, Chief Financial Officer (CFO)

Krister.Pedersen@komplett.com

Kristin Hovland, Head of Communication

Kristin.Hovland@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 NOTICE:

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. None of ABG Sundal Collier ASA, Carnegie AS, Nordea

Bank Abp, filial i Norge, or Skandinaviska Enskilda Banken AB (publ), Oslo

branch (collectively, the "Managers") or any of their respective affiliates or

any of their respective directors, officers, employees, advisors or agents

accepts any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether any information

has been omitted from the announcement) or any other information relating to the

Company, its subsidiaries or associated companies, whether written, oral or in a

visual or electronic form, and howsoever transmitted or made available, or for

any loss howsoever arising from any use of this announcement or its contents or

otherwise arising in connection therewith. This announcement has been prepared

by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from the United States (including its territories and

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

Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction

where to do so would constitute a violation of the relevant laws of such

jurisdiction. The publication, distribution or release of this announcement may

be restricted by law in certain jurisdictions and persons into whose possession

any document or other information referred to herein should inform themselves

about and observe any such restriction. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act, and may not be offered or sold in the

United States absent registration with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by

means of a set of subscription materials provided to potential investors.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

subscription material.

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

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 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

EU 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 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.

This announcement is made by, and is the responsibility of, the Company. The

Managers and their respective affiliates are acting exclusively for the Company

and no-one else in connection with the Private Placement. They will not regard

any other person as their respective clients in relation to the Private

Placement and will not be responsible to anyone other than the Company, for

providing the protections afforded to their respective clients, nor for

providing advice in relation to the Private Placement, the contents of this

announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their

respective affiliates, acting as investors for their own accounts, may subscribe

for or purchase shares and in that capacity may retain, purchase, sell, offer to

sell or otherwise deal for their own accounts in such shares and other

securities of the Company or related investments in connection with the Private

Placement or otherwise. Accordingly, references in any subscription materials to

the shares being issued, offered, subscribed, acquired, placed or otherwise

dealt in should be read as including any issue or offer to, or subscription,

acquisition, placing or dealing by, such Managers and any of their respective

affiliates acting as investors for their own accounts. The Managers do not

intend to disclose the extent of any such investment or transactions otherwise

than in accordance with any legal or regulatory obligations 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", "aim", "expect",

"anticipate", "intend", "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 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. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance.  The Company, each of the Managers and their

respective affiliates expressly disclaims any obligation or undertaking to

update, review or revise any forward-looking statement contained in this

announcement whether as a result of new information, future developments or

otherwise. The information, opinions and forward-looking statements contained in

this announcement speak only as at its date and are subject to change without

notice.