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Komplett ASA

Pre-Annual General Meeting Information Feb 23, 2022

3646_rns_2022-02-23_fbb0d5b3-502a-416b-8968-f5041229013d.html

Pre-Annual General Meeting Information

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Komplett ASA: Notice of extraordinary general meeting

Komplett ASA: Notice of extraordinary general meeting

Oslo, 23 February 2022: Komplett ASA (the "Company" or "Komplett") hereby calls

for an extraordinary general meeting to be held on 16 March 2022 at 11:00 CET at

the offices of Advokatfirmaet Thommessen AS (Ruseløkkveien 38, 13[th] floor,

0251 Oslo, Norway).

Reference is made to the announcement on 9 February 2022, where Komplett

announced that it had entered into an agreement with SIBA Invest Aktiebolag

("SIBA Invest") for the acquisition of 100% of the shares in NetOnNet AB

("NetOnNet") (the "Transaction"). As part of the consideration payable for the

shares in NetOnNet, Komplett shall, subject to the general meeting's resolution,

issue 35,242,424 new shares (the "Consideration Shares") to SIBA Invest. The

remaining portion of the purchase price shall be paid in cash. For more

information about the financing of the cash consideration and the Transaction in

general, please see the announcement of 9 February 2022.

In connection with the Transaction, the Company hereby calls for an

extraordinary general meeting where the shareholders are asked to (i) issue the

Consideration Shares to SIBA Invest at closing of the Transaction, (ii) grant

the board of directors an authorization to issue new shares in connection with a

contemplated equity capital transaction to finance the cash consideration of the

acquisition, and (iii) make certain changes to the composition of the board of

directors and nomination committee, effective from and subject to completion of

the Transaction, for the purposes of providing SIBA Invest with representation

in light of its post-Transaction ownership interest in Komplett of approximately

32.8%. Reference is made to the attached notice for information about the

proposed resolutions, the independent statement issued by KWC Revisjon AS for

the NetOnNet shares to be acquired by Komplett, in addition to information about

participation and voting instructions for the extraordinary general meeting.

Completion of the Transaction is subject to customary closing conditions,

including without limitations approvals from the general meeting and required

clearances from competition authorities in Norway and Sweden.

All documents relevant for the extraordinary general meeting are made available

on the Company's website: https://www.komplettgroup.com/ and attached to this

announcement.

Due to the continued spread of the Covid-19 (especially the Omicron variant),

the Company's shareholders are encouraged to not participate physically at the

extraordinary general meeting, but instead participate by casting their votes in

advance or grant the chair of the board of directors (or another person

appointed by him) an authorization to vote on its behalf, with or without voting

instructions. The Company will arrange for shareholders to follow the

extraordinary meeting electronically.

For further inquiries, please contact:

Kristin Hovland, Head of Communication

+47 98 65 28 60

[email protected]

Krister Pedersen, CFO

+47 95 24 50 37

[email protected]

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 efficiency and scalable business

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

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