Komplett ASA

Major Shareholding Notification • Nov 16, 2022

Komplett ASA: Mandatory notification of trade by close associates of primary insiders, disclosure of large shareholding and share lending

Komplett ASA: Mandatory notification of trade by close associates of primary insiders, disclosure of large shareholding and share lending

Oslo, 16 November 2022: Reference is made to the announcement by Komplett ASA

(the "Company") on 15 November 2022 regarding completion of the private

placement of 67,800,000 new shares in the Company at a subscription price of NOK

14.75 per share to raise gross proceeds of approximately NOK 1,000 million (the

"Private Placement").

ABG Sundal Collier ASA, Carnegie AS, Skandinaviska Enskilda Banken AB (publ),

Oslo branch ("SEB") and Nordea Bank Abp, filial i Oslo (collectively the

"Managers") have been engaged as joint global coordinators and joint bookrunners

in the Private Placement, and SEB is acting as settlement manager in the Private

Placement on behalf of the Managers.

The Company's two largest shareholders, Canica Invest AS ("Canica") and SIBA

Invest AS ("SIBA Invest") have been allocated shares in the Private Placement as

set out below, and Canica will lend shares to SEB, on behalf of the Managers, to

facilitate delivery-versus-payment settlement to investors in the Private

Placement other than Canica and SIBA Invest as set out below.

Canica has a pre-Private Placement shareholding in the Company of 43,325,517

(representing approximately 40,3% of the issued share capital and votes).

Following completion of the Private Placement, and in connection with the share

lending, Canica will have the shareholding set out below:

· Canica has been allocated in total 31,050,800 new shares in the Private

Placement. Canica has in this respect formally subscribed for 11,083,522 new

shares which will be issued in accordance with the board of directors'

resolution to increase the share capital of the Company. Following such

issuance, Canica will have a shareholding in the Company of 54,409,039 shares

(representing approximately 40.30% of the issued share capital and votes in the

Company after registration of the share capital increase with the Norwegian

Register of Business Enterprises).

· The remaining 19,967,278 new shares allocated to Canica in the Private

Placement will be formally subscribed for by Canica following the extraordinary

general meeting to be held on or about 8 December 2022 (the "EGM"), subject to

the EGM resolving to issue the new shares in the Private Placement. Following

such issuance Canica will have a shareholding in the Company of 74,376,317

shares (representing approximately 42.43% of the issued share capital and votes

in the Company after registration of the share capital increase with the

Norwegian Register of Business Enterprises).

· To facilitate a delivery-versus-payment settlement in the Private Placement

with existing unencumbered shares already listed on the Oslo Stock Exchange to

investors other than Canica and SIBA Invest, Canica has agreed to lend

16,410,220 existing shares in the Company to SEB (as settlement manager on

behalf of the Managers). The number of shares borrowed from Canica represents

approximately 15.27% of the current issued share capital and votes in the

Company.

· The share loan will be settled by redelivery from the SEB of newly issued

shares in the Company pursuant to the above mentioned board of directors'

resolution to issue new shares in the Private Placement, of which 16,410,220 new

shares have been subscribed for by SEB for purposes of redelivering the

16,410,220 borrowed shares from Canica. 26,915,297 shares and votes are held by

Canica in the period the 16,410,220 shares are borrowed by SEB, on behalf of the

Managers, which represent approximately 25.04% of the current issued shares and

votes in the Company.

Chair of the board of directors of the Company, Jo Lunder, is also a board

member of Canica's parent company Canica AS. Canica's acquisition of shares in

the Private Placement and share lending are therefore disclosed pursuant to the

Market Abuse Regulation Article 19. Further details are available in the

attached forms. This disclosure also is made pursuant to section 4-2 (3) of the

Norwegian Securities Trading Act.

SIBA Invest has a pre-Private Placement shareholding in the Company of

35,244,424 shares (representing approximately 32.78% of the issued share

capital). Following completion of the Private Placement SIBA Invest will have

the shareholding set out below:

· SIBA Invest has been allocated in total 20,338,980 new shares in the Private

Placement. SIBA Invest has in this respect subscribed for 6,258 new shares which

will be issued in accordance with the board of directors' resolution to increase

the share capital of the Company. Following such issuance, SIBA Invest will have

a shareholding in the Company of 35,250,682 shares (representing approximately

26.11% of the issued share capital and votes in the Company after registration

of the share capital increase with the Norwegian Register of Business

Enterprises).

· The remaining 20,332,722 new shares allocated to SIBA Invest in the Private

Placement will be formally subscribed for by SIBA Invest following the EGM,

subject to the EGM resolving to issue the new shares in the Private Placement.

Following such issuance, SIBA Invest will have a shareholding in the Company of

55,577,146 shares (representing approximately 31.7% of the issued share capital

and votes in the Company after registration of the share capital increase with

the Norwegian Register of Business Enterprises).

SIBA Invest is a close associate of the primary insider and board member, Fabian

Bengtsson. Its acquisition of shares in the Private Placement is a notifiable

transaction pursuant to the Market Abuse Regulation Article 19. Further details

are available in the attached forms.

For further inquiries, please contact:

Kristin Hovland, Head of Communication

Kristin.Hovland@komplett.com

Krister A. Pedersen, CFO

Krister.Pedersen@komplett.com

The disclosures set out in this announcement are subject to the disclosure

requirement pursuant to section 5-12 of the Norwegian Securities Trading Act.