Elopak ASA

Share Issue/Capital Change • Jun 17, 2021

Elopak ASA – Announcement of Stabilisation and Over-Allotment

Elopak ASA – Announcement of Stabilisation and Over-Allotment

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Elopak ASA – Announcement of Stabilisation and Over-Allotment

Oslo, 17 June 2021: Reference is made to the stock exchange announcements published on 16 June 2021 by Elopak ASA ("Elopak" or the "Company", OSE ticker "ELO") regarding the successful completion of the bookbuilding and IPO (the "Offering") by Elopak.

Skandinaviska Enskilda Banken AB (publ.), Oslo branch ("SEB") (the "Stabilisation Manager") may, on behalf of the Joint Global Coordinators (as defined below), engage in stabilisation activities in the shares in Elopak from today to and including 16 July 2021 (the "Stabilisation Period"). Any stabilisation activities are aimed to support the market price of the Shares.

In connection with the Offering, SEB and Goldman Sachs International (the "Joint Global Coordinators") have over-allotted 14,120,357 Shares in Elopak to applicants in the Offering (the "Additional Shares"), which equals approximately 15% of the number of new and base sale shares sold in the Offering (not including additional shares sold pursuant to the upsize option). In order to permit the delivery in respect of over-allotments made, the Stabilisation Manager, on behalf of the Managers (as defined below), has borrowed, from Ferd, a number of shares in Elopak equal to the number of Additional Shares (the "Lending Option").

Ferd has further granted the Stabilisation Manager an option to purchase up to 14,120,357 Additional Shares at a price per share equal to the final offer price per offer share in the Offering at NOK 28 (the "Offer Price") to cover short positions made or created in connection with the Offering as a result of over-allotments (the "Greenshoe Option"). The Greenshoe Option may be exercisable, in whole or in part, by the Stabilisation Manager, on behalf of the Managers, within a 30-day period commencing at the time at which "if issued/if sold" trading in the Shares commences on Oslo Børs. To the extent that the Stabilisation Manager has over-allotted Shares in the Offering, the Stabilisation Manager has created a short position in the shares. The Stabilisation Manager may close out this short position by buying shares in the open market through stabilisation activities and/or by exercising the Greenshoe Option.

The Stabilisation Manager may effect transactions with a view to support the market price of the shares at a level higher than what might otherwise prevail, through buying shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest at the end of the Stabilisation Period.

Any stabilisation activities will be conducted based on the principles set out in article 5 (4) of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

If stabilisation activities are undertaken, the Company will publish information on the activities no later than seven trading days following such transaction(s). Further, within one week after the expiry of the Stabilisation Period, the Stabilisation Manager will publish information on the Company's ticker on www.newsweb.no as to whether or not stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of shares sold and purchased; (ii) the dates on which the Stabilisation Period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the Stabilisation Period; and (iv) the date at which stabilisation activities last occurred.

To the extent that there are any profits earned from such stabilisation transactions, the Stabilisation Manager, on behalf of the Managers, shall remit the aggregate amount of any such net profits to the Ferd.

Advisors

Goldman Sachs International and Skandinaviska Enskilda Banken AB (publ.), Oslo branch are acting as Joint Global Coordinators and Joint Bookrunners in the Offering, while ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as Joint Bookrunners (together with the Joint Global Coordinators, the "Managers"). Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Company and Freshfields Bruckhaus Deringer is acting as international legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Joint Global Coordinators, and Linklaters LLP is acting as international legal counsel to the Joint Global Coordinators.

For further information, please contact:

Thomas Körmendi, CEO

+47 94 82 95 88

Bent Kilsund Axelsen, CFO

+47 97 75 65 78

Thomas Haave Askeland, Head of IR

+47 99 23 45 57

About Elopak ASA

Elopak is a leading global supplier of carton packaging and filling equipment for liquid food, catering to both the fresh and aseptic segments. Elopak is a leading player in fresh in Europe and the Americas, and has a strong and growing presence in aseptic liquid carton packaging. Elopak is at the forefront of sustainable packaging. Elopak uses renewable, recyclable and sustainably sourced materials to provide innovative packaging solutions.

Important information

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.

None of the Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Ferd, the Company, their 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. Accordingly, each of the Managers and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.

Each of the Managers is acting exclusively for the Company and no one else in connection with any transaction referred to in this document. Each of the Managers will not regard any other person as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to any transaction, matter or arrangement referred to herein.