Envipco Holding N.V.

Share Issue/Capital Change • Jan 14, 2025

Secondary placement of existing shares in Envipco Holding N.V successfully completed

Secondary placement of existing shares in Envipco Holding N.V successfully completed

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

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN

OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD

BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE

SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES

ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION

NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY

PUBLIC OFFERING OF SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE

MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH

WOULD CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL

AS FINANCIAL STATEMENTS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN

THE UNITED STATES.

Amersfoort, The Netherlands, 14 January 2025 - Reference is made to the stock

exchange notice published on 14 January 2025 regarding a potential secondary

placement of existing ordinary shares (the "Shares") in Envipco Holding N.V

("Envipco" or the "Company") through an accelerated bookbuilding process (the

"Offering").

Two members of the Bouri family, Kathleen. E. Bouri and Vanda Bouri (the

"Sellers") have successfully sold 7,932,268 Shares in the Company,

representing approximately 13.8% of the issued and outstanding Shares in the

Company, at NOK 62 per share (the "Offering").

Following completion of the Offering, non-selling members of the Bouri family

(Mark A. Bouri, Maurice A. Bouri and Charles A. Bouri) will hold 8,923,802

shares in Envipco, equivalent to approximately 15.5% of the outstanding shares

in the Company. The Offering is unconditional as of the time of allocation,

and the Sale Shares will be tradeable upon allocation as from 15 January 2025.

Settlement will take place on a delivery versus payment basis, on our about 17

January 2025.

The Company's shares are listed on Euronext Amsterdam and Euronext Oslo Børs,

under the ticker ENVI and ENVIP, respectively. The shares delivered in the

Offering will be in the Norwegian Central Securities Depository and will not

be tradable on Euronext Amsterdam unless they are made subject to a

registration process through Euroclear Netherlands, the central security

depositary in the Netherlands.

In connection with the Offering, the Bouri family will have reached their

targeted long-term position in Envipco, and remaining shareholding members of

the family has committed to a 365-day lock-up period with the Manager (defined

below) for their shares in Envipco, subject to certain customary exemptions.

Maurice A. Bouri will continue in his role as an Executive Board Member of the

Company.

Skandinaviska Enskilda Banken AB (publ) acted as sole bookrunner in connection

with the Offering (the "Manager"). Advokatfirmaet Thommessen AS is acting as

the Sellers' Norwegian legal advisor and Bird & Bird (Netherlands) LLP is

acting as the Sellers' Dutch legal advisor.

Important notices:

This announcement is not and does not form a part of a prospectus or 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 the United States of America or 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. Accordingly, this announcement is not for

public release, publication or distribution, directly or indirectly, in or

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

of the United States and the District of Columbia), except investors subject

to applicable exemptions from relevant prospectus requirements, (i) outside

the United States in reliance on Regulation S under the US Securities Act of

1933, as amended (the "US Securities Act"). 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 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 Sellers 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 Sellers do not have any intention or obligation to

publicly update or revise any forward-looking statements after it distributes

this announcement, whether to reflect any future events or circumstances or

otherwise.

None of the Company, the Sellers, the Manager nor any of their respective

subsidiary undertakings, affiliates or any of their respective directors,

officers, employees, advisers, agents or any other person accepts any

responsibility whatsoever for, or makes any representation or warranty,

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 the

Company, the Sellers, 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.

The Manager is acting for the Sellers only in connection with the Offering and

no one else, and will not be responsible to anyone other than the Sellers for

providing the protections offered to clients nor for providing advice in

relation to the Offering, the contents of this announcement or any

transaction, arrangement or other matter referred to in this announcement.

In connection with the Offering, the Manager and their respective affiliates

may take up a portion of the shares offered in the Offering as a principal

position and in that capacity may retain, purchase, sell, offer to sell for

their own accounts such shares and other securities of the Company or related

investments in connection with the Offering or otherwise. In addition, the

Manager and their respective affiliates may enter into financing arrangements

(including swaps or contracts for differences) with investors in connection

with which the Manager and their respective affiliates may from time to time

acquire, hold or dispose of shares of the Company. The Manager do not intend

to disclose the extent of any such investment or transactions, other than in

accordance with any legal or regulatory obligations to do so.

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.

The price and value of securities and any income from them can go down as well

as up and you could lose your entire investment. Past performance is not a

guide to future performance. Information in this announcement cannot be relied

upon as a guide to future performance. None of the Manager nor any of their

respective affiliates accepts any liability arising from the use of this

announcement.

For further information please contact:

Simon Bolton, Group CEO +31 33 285 1773

Mikael Clement, CSO +47 9900 8000

www.envipco.com

envipcoinvestorrelations@envipco.com

About Envipco Holding N.V.

Envipco Holding N.V. (Envipco), www.envipco.com, is a Netherlands-based

holding company listed on Euronext Amsterdam and Euronext Oslo Børs (Symbols:

ENVI/ENVIP). Envipco, with operations in several countries around the globe,

is a recognized leader in the development and operation of reverse vending

machines (RVMs), automated technological systems for the recovery of used

beverage containers. Known for its innovative technology and market

leadership, Envipco holds several intellectual property rights for RVM

systems, including but not limited to beverage refund deposit markings,

material type identification, compaction, and accounting.