Axactor SE

Share Issue/Capital Change • Oct 13, 2016

Private placement successfully completed

Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY

OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, October 13. 2016 - Reference is made to the stock exchange release

from Axactor AB ("AXA" or the "Company") published yesterday regarding the

contemplated private placement of 230 million new shares in the Company (the

"Private Placement").

The Company announces today that it has raised NOK 598 million in gross

proceeds through a private placement consisting of 230 million new shares

(the "New Shares") at a price of NOK 2.60 per share (the "Private

Placement"). The Private Placement took place through an accelerated

bookbuilding process after close of markets yesterday.

The Private Placement, which was multiple times oversubscribed, attracted

strong interest from both existing shareholders as well as new high quality

institutional investors both in the Nordics, the UK and the US.

The net proceeds from the Private Placement will be used for acquisitions of

non-performing loan portfolios in existing geographies, as well as for

general corporate purposes.

Notification of allotment will be sent to the applicants by the Managers on

or about 13 October 2016. In order to provide for prompt registration of the

share capital increase, the Company and the Managers have entered into an

agreement related to pre-funding of the payment for the Offer Shares

allocated in the Private Placement, such agreement regulating inter alia

certain rights and obligations of the Company and the Managers related to

the pre-funding.

The Private Placement is divided into i) a Tranche 1 consisting of 71.7

million New Shares, and ii) a Tranche 2 consisting of 158.3 million New

Shares.

The Tranche 1 shares are tradable once the share capital has been registered

in the Swedish Companies Registry and announced by the Company, expected on

or about 18 October 2016. The Offer Shares in Tranche 1 will be settled

through a delivery versus payment transaction expected on or about 19

October 2016.

The Tranche 2 shares are tradable once the share capital has been registered

in the Swedish Companies Registry and the listing prospectus has been

approved by the Swedish Financial Supervisory Authority and published,

expected within November 2016. The Offer Shares in Tranche 2 will be settled

through a delivery versus payment transaction following the registration of

the share capital and approval of the prospectus.

The New Shares to be issued in connection with the Private Placement will be

issued based on the board authorisation granted by the Company's annual

general meeting on 26 May 2016. The waiver of the preferential rights

inherent in a private placement is considered necessary in the interest of

time and successful completion.

The share issuance was carried out as a private placement in order to

complete a transaction and without the significant discount typically seen

in rights issues, and also for the Company to be able to complete a

transaction in today's market conditions. As a consequence of the private

placement structure, the shareholders' preferential rights will be deviated

from.

The price of NOK 2.60 per share in the Private Placement equals a discount

to yesterday's close price of less than 5% per cent.

The Board of Directors propose to conduct a subsequent offering of up to 50

million new shares directed towards shareholders in the Company as of close

of trading yesterday, 12 October 2016 (and as registered in the VPS on 14

October 2016) who were not allocated shares in the Private Placement, and

who are not resident in a jurisdiction where such offering would be

unlawful, or would (in jurisdictions other than Sweden or Norway) require

any prospectus filing, registration or similar action (the "Subsequent

Offering"). The subscription price in the Subsequent Offering will be NOK

2.60, i.e. equal to the subscription price in the Private Placement.

Carnegie and DNB Markets (the "Managers") acted as joint bookrunners in the

Private Placement.

For further information, please contact:

Endre Rangnes

Chief Executive Officer

Mail: endre.rangnes@axactor.com

Tel: + 46 8 402 28 00

Cell Phone: +47 48 22 11 11

Geir Johansen

Chief Financial Officer

Mail: geir.johansen@axactor.com

Cell Phone: +47 477 10 451

Important information:

The release is not for publication or distribution, in whole or in part

directly or indirectly, in or into Australia, Canada, Japan or the United

States (including its territories and possessions, any state of the United

States and the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act. It is issued for

information purposes only, and does not constitute or form part of any offer

or solicitation to purchase or subscribe for securities, in the United

States or in any other jurisdiction. The securities mentioned herein have

not been, and will not be, registered under the United States Securities Act

of 1933, as amended (the "Securities Act"). The securities may not be

offered or sold in the United States except pursuant to an exemption from

the registration requirements of the Securities Act. The Company does not

intend to register any portion of the offering of the securities in the

United States or to conduct a public offering of the securities in the

United States. Copies of this announcement are not being made and may not be

distributed or sent into Australia, Canada, Japan or the United States. The

issue, exercise, purchase or sale of subscription rights and the

subscription or purchase of shares in the Company are subject to specific

legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assumes any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted

by law. Persons into whose possession this release comes should inform

themselves about and observe any such restrictions. Any failure to comply

with these restrictions may constitute a violation of the securities laws of

any such jurisdiction. The Managers are acting for the Company and no one

else in connection with the Private Placement and will not be responsible to

anyone other than the Company for providing the protections afforded to

their respective clients or for providing advice in relation to the Private

Placement and/or any other matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release

may contain certain forward-looking statements. By their nature, forward-

looking statements involve risk and uncertainty because they reflect the

Company's current expectations and assumptions as to future events and

circumstances that may not prove accurate. A number of material factors

could cause actual results and developments to differ materially from those

expressed or implied by these forward-looking statements.