Norske Skog ASA

Share Issue/Capital Change • Aug 24, 2022

Block sale of existing shares in Norske Skog ASA (NSKOG) completed

Block sale of existing shares in Norske Skog ASA (NSKOG) completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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 OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange notice published on 24 August 2022 regarding a potential block sale of existing shares in Norske Skog ASA (the “Company”) by NS Norway Holding AS, which is ultimately controlled by Oceanwood Capital Management LLP, (the “Seller”) through a private placement (the “Offering”).

The Seller has successfully sold 11,000,000 shares in the Company (equal to approx. 11.7% of the Company’s outstanding shares) at NOK 69 per share.

Following the Offering, the Seller holds 15,896,681 shares in the Company (equal to approx. 16.9% of the Company’s shares outstanding). The Seller has entered into a 90-day customary lock-up with the Managers on the remaining shares in the Company held by the Seller after the Offering.

“We are very pleased with Norske Skog’s ongoing transition to become a diversified and sustainable industrial company. The Company’s strategic investments in green energy production and efficiency has proven critical over the past year and will be even more so looking ahead. Similarly, the approaching entry into the packaging paper markets will become another foundation for long-term earnings. In tandem with this transition being realised, Oceanwood has as a large shareholder experienced increasing interest in the Company among both prospective and existing investors. We are proud to remain a major shareholder and a continued strong supporter of Norske Skog going forward”, said John Chiang.

John Chiang, Senior Partner in the Seller, is the chair of the board of directors in the Company.

Carnegie AS and Pareto Securities AS acted as Managers in the Offering (the “Managers”).

This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Even Lund, Investor Relations Manager at Norske Skog ASA, on 24 August 2022 at 22:52 CEST.

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 of the Managers nor any of their respective affiliates makes 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.

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.