Pexip Holding

Share Issue/Capital Change • May 4, 2020

Pexip - Announcement of terms for the Initial Public Offering

Pexip - Announcement of terms for the Initial Public Offering

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Pexip – Announcement of terms for the Initial Public Offering

Oslo, 4 May 2020: Pexip Holding ASA today announces the terms of its initial public offering of shares and listing on the Oslo Stock Exchange.

Reference is made to the announcement by Pexip Holding ASA ("Pexip" or the "Company") dated 27 April 2020 regarding the intention to launch an offering of shares and to apply for a listing of the Company's shares on the Oslo Stock Exchange (the “IPO" or the "Offering”).

Pexip has now resolved to launch the IPO, and to apply for a listing of its shares on the Oslo Stock Exchange. Subject to approval of the listing application and a successful completion of the Offering, the shares of Pexip are expected to be admitted to listing and commence trading on the Oslo Stock Exchange on or about 14 May 2020 under the ticker symbol “PEXIP”.

The Offering

The Offer Shares (as defined below) will be offered at a fixed price of NOK 63.00 per Offer Share (the “Offer Price”), corresponding to an equity value of the Company after issuance of the New Shares (as defined below) (but before any issuance of new shares in connection with a potential exercise of the Greenshoe Option (as defined below)) of approximately NOK 6.3 billion.

The Company intends to raise gross proceeds of up to NOK 1,071 million by issuing up to 17,000,000 new shares (the "New Shares") in the Offering. Furthermore, up to 17,000,000 existing shares (the "Sale Shares") will be offered by certain existing shareholders (the “Selling Shareholders”). In addition, up to 4,000,000 shares may be over-allotted in the Offering, representing approximately 11.8% of the total number of shares offered in the Offering (the “Additional Shares”, and together with the New Shares and the Sale Shares, the “Offer Shares”). To facilitate such over-allotment, certain Selling Shareholders will grant ABG Sundal Collier ASA, acting as stabilisation manager on behalf of the Joint Global Coordinators (as defined below), an option to borrow a number of existing shares in the Company equaling the number of Additional Shares. The Company and certain of the Selling Shareholders will furthermore, on a 50 / 50 basis, grant the stabilisation manager an option (the “Greenshoe Option”) to purchase up to 4,000,000 additional shares at the Offer Price to cover any short positions resulting from any over-allotments made. The Greenshoe Option will be exercisable, in whole or part within a 30-day period from the first day of trading in the Company’s shares on the Oslo Stock Exchange.

The Company will receive the proceeds from the sale of New Shares and the Selling Shareholders will receive the proceeds from the sale of Sale Shares while the Company and the relevant Selling Shareholders will each receive 50% of the proceeds from any shares sold under the Greenshoe Option. The Company intends to use the net proceeds from the Offering to strengthen the Company’s revenue growth capabilities through investments in sales and marketing, as well as R&D and product development.

Four cornerstone investors have undertaken to acquire and will be allocated Offer Shares for a total amount of NOK 1,000 million in the Offering. These four cornerstone investors are (i) funds advised by Capital Research and Management Company (NOK 350 million committed), (ii) Wasatch Global Investors (NOK 300 million committed), (iii) DNB Asset Management (NOK 275 million committed) and (iv) TIN Fonder (NOK 75 million committed).

The Company, the Selling Shareholders (which includes certain founders and Company representatives) and other members of the Company's management and Board of Directors have entered into customary lock-up arrangements with the Joint Global Coordinators that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Joint Global Coordinators, issue, sell or dispose of shares, as applicable, for a period of six or twelve months as further set out in Prospectus (as defined below).

After completion of the Offering, it is expected that the free float of Pexip will be approximately 80%. However, the final number of Offer Shares will be determined by the Company, in consultation with the Joint Global Coordinators, after completion of the bookbuilding period in the institutional offering.

Offering details:

The Offering will consist of:

(i) an institutional offering, in which Offer Shares are being offered to (a) investors in Norway and Sweden, (b) investors outside Norway, Sweden and the United States, subject to applicable exemptions from any prospectus and registration requirements, and (c) investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S Securities Act. The institutional offering is subject to a lower limit per application of NOK 2,500,000, and

(ii) a retail offering, in which Offer Shares are being offered to the public in Norway and Sweden, subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the institutional offering. Multiple applications by one applicant in the retail offering will be treated as one application with respect to the maximum application limit.

It has been provisionally assumed that approximately 95% of the Offering will be allocated in the institutional offering and that approximately 5% of the Offering will be allocated in the retail offering. The final determination of the number of Offer Shares allocated in the institutional offering and the retail offering will, however, only be decided by the Company, in consultation with the Joint Global Coordinators, following completion of the bookbuilding process for the institutional offering

Prospectus

The further details of the Offering and the terms thereof are set out in the prospectus prepared by the Company in connection with the Offering, and which is expected to be dated and approved on 4 May 2020 (the "Prospectus"). The Prospectus and the application form for the retail offering will, subject to regulatory restrictions in certain jurisdictions, following approval be available at www.pexip.com, www.abgsc.no, www.carnegie.no and www.paretosec.com. Hard copies of the Prospectus may be obtained free of charge at the offices of Pexip at Lilleakerveien 2A, NO-0283 Oslo, Norway or by contacting one of the Joint Global Coordinators.

Timeline and offer period

The bookbuilding period for the institutional offering will commence on 5 May 2020 at 09:00 hours (CEST) and run until 14:00 hours (CEST) on 12 May 2020. The application period for the retail offering will commence on 5 May 2020 at 09:00 hours (CEST) and run until 12:00 hours (CEST) on 12 May 2020. The bookbuilding period and the application period may be extended at any time, but will in no event be extended beyond 14:00 hours (CET) on 19 May 2020.

In the event of an extension of the bookbuilding period and the application period, the allocation date, the payment due date and the date of the listing on the Oslo Stock Exchange may be changed accordingly.

Conditions for the Offering

The Company expects to apply for listing of its shares on the Oslo Stock Exchange on or about 4 May 2020. It is expected that the Oslo Stock Exchange will approve the listing application on or about 7 May 2020.

Completion of the Offering is conditional on the Oslo Stock Exchange approving the application for listing of the Company's shares and the satisfaction of any conditions for admission to trading set by the Oslo Stock Exchange. Completion of the Offering is otherwise conditional on (i) the Company, in consultation with the Joint Global Coordinators, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process and (ii) the Company's Board of Directors resolving to proceed with the Offering and resolving to issue the New Shares. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended without any compensation to applicants.

Advisors

ABG Sundal Collier ASA, Carnegie AS and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in the Offering (the "Joint Global Coordinators"). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company. Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global Coordinators. GAMBIT H & K AS is acting as communication advisor.

For further information, please contact:

Odd Sverre Østlie, CEO

+47 415 21 580

os@pexip.com

Øystein Hem, CFO

+47 992 34 596

oystein@pexip.com

About Pexip

Pexip is a global technology company delivering a video-first meeting platform with 15% of the Global Fortune 500 companies as customers. The Company’s product offering is a highly scalable, cloud-native meeting platform that is deployable either as a service or a self-hosted solution in any public or private cloud environment. All offerings build on Pexip’s unique Infinity technology, and are delivered via a recurring subscription-based business model. The Company has more than 300 channel partners located in about 75 countries worldwide.

Important notice

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Pexip Holding ASA (the "Company") in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made 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 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).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.

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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Joint Global Coordinators are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.

Neither the Joint Global Coordinators 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. It does not purport to be complete, and it 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 of the Company. Neither the Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Joint Global Coordinators and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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