Envipco Holding N.V.

Share Issue/Capital Change • Jan 14, 2025

Contemplated secondary placement of existing shares in Envipco Holding N.V

Contemplated secondary placement of existing shares in Envipco Holding N.V

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 - Members of the Bouri family

have retained Skandinaviska Enskilda Banken AB (publ) as sole bookrunner (the

"Manager") to explore a potential secondary placement of existing ordinary

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") are contemplating to sell approximately 14% of the issued and

outstanding shares (the "Sale Shares") in the Offering. If all of the Sale

Shares are sold, non-selling members of the Bouri family (Mark A. Bouri,

Maurice A. Bouri and Charles A. Bouri) will hold approximately 9 million

shares in Envipco following the Offering, equivalent to approximately 15% of

the outstanding shares in the Company. The Sellers reserve the right, at their

own discretion, to decide the number of shares to be sold, or to sell no

shares at all in the Offering.

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 (VPS) and will

not be tradable on Euronext Amsterdam unless they are made subject to a

registration process through the central depositary in the Netherlands;

Euroclear Netherlands.

The offer price and the total number of shares in the Offering will be

determined through the accelerated bookbuilding process carried out by the

Manager. The bookbuilding period will commence immediately following the

publication of this announcement, close no later than 15 January 2025 at 08:00

CET and could close earlier at the discretion of the Sellers in consultation

with the Manager. The result of the Offering is expected to be announced

before 09:00 CET on 15 January 2025 (T). The Offering will be unconditional as

of the time of allocation. The Sale Shares will be tradable upon allocation

and settlement of the Offering will be conducted on a normal

delivery-versus-payment basis, on or about 17 January 2025 (DVP T+2).

Following a successful completion of the Offering, the Bouri family will have

reached their targeted long-term position in Envipco, and remaining

shareholding members of the family will enter into a 365-day lock-up

commitment with the Manager for their shares in Envipco. Maurice A. Bouri will

continue in his role as an Executive Board Member of the Company.

The Offering has not been registered under the U.S. Securities Act of 1933, as

amended (the "U.S. Securities Act") and is made pursuant to applicable

exemptions from the obligation to publish a prospectus in Norway as well as

exemptions from the U.S. Securities Act and the securities laws of other

applicable jurisdictions.

The minimum order in the Offering has been set to the NOK equivalent of EUR

100,000. The Manager may, however, offer and allocate an amount below the NOK

equivalent of EUR 100,000 in the Offering to the extent exemptions from

prospectus requirements, in accordance with Regulation (EU) 2017/1129, are

available.

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 does 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.