Envipco Holding N.V.

Share Issue/Capital Change • Sep 23, 2025

Envipco: NOK 630 million private placement successfully placed

Envipco: NOK 630 million private placement successfully placed

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

IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND

POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF

COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL

ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Amersfoort, The Netherlands, 23 September 2025 - Reference is made to the

announcement by Envipco Holding N.V. ("Envipco" or the "Company") earlier

today regarding a contemplated private placement (the "Private Placement").

The Company is pleased to announce that it has raised NOK 630 million in gross

proceeds through the Private Placement, which received strong interest from

both existing shareholders and new institutional investors. Pursuant to the

Private Placement, 8,400,000 new ordinary shares in the Company (the "Offer

Shares") will be issued at a price per Offer Share of NOK 75 (the "Offer

Price").

The net proceeds from the Private Placement will be used (i) to position the

Company to execute on upcoming significant market opportunities arising in

e.g. Poland, Portugal, Spain and the UK, and (ii) for general corporate

purposes.

Mark A. Bouri, Maurice A. Bouri and Charles A. Bouri (the "Bouri Family"),

together holding 8,923,803 shares or 15.47% of the Company remains under their

one-year lockup agreement with SEB following the 15th January 2025 secondary

transaction.

The allocated Offer Shares are expected to be settled through a delivery

versus payment transaction by delivery of existing and unencumbered shares in

the Company, currently admitted to trading on Euronext Amsterdam and which

will be transferred to Euronext Oslo Børs prior to settlement, pursuant to a

share lending agreement entered into between the Managers (as defined below),

the Company and certain members of the Company's board of directors (the

"Board"). First day of trading for the Offer Shares in the Private Placement

on Euronext Oslo Børs is on 24 September 2025. Further settlement details will

be communicated by the Managers. The new shares to be issued in connection

with the Private Placement to settle the share loan will be issued based on

the authorisation to increase the share capital in the Company granted to the

Board by the Company's general meeting held on 23 August 2024.

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

under the ticker ENVI and ENVIP, respectively. The Offer Shares issued and

delivered in the Private Placement will be recorded in book-entry form in

Euroclear Nederland, the central security depository in the Netherlands and

secondary recorded in book-entry form under the name of a "share" in the

Norwegian Central Securities Depository (the "VPS"). The Offer Shares will not

be tradable on Euronext Amsterdam unless subject to a registration process

through Euroclear Netherlands, the central security depositary in the

Netherlands.

The Board has considered the structure of the contemplated capital raise in

light of the equal treatment obligations under the rules on equal treatment of

Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo

Stock Exchange's guidelines on the rule of equal treatment, and is of the

opinion that the proposed Private Placement is in compliance with these

requirements. By structuring the transaction as a private placement, the

Company will be in a position to raise capital in an efficient manner, with a

lower discount to the current trading price and with significantly lower

completion risks compared to a rights issue. In addition, the Private

Placement is subject to marketing through a publicly announced bookbuilding

process and a market-based offer price should therefore be achieved. On this

basis and based on an assessment of the current equity markets, the Board has

considered the Private Placement to be in the common interest of the Company

and its shareholders.

On the basis of the above and taking into consideration that the Offer Price

represents a limited discount compared to the recent trading price and a

premium to the trading price of the Company over the past months, the Board

has resolved not to conduct a subsequent offering directed towards

shareholders who did not participate in the Private Placement.

Advisers

Skandinaviska Enskilda Banken AB (publ) has been retained as Sole Global

Coordinator and Joint Bookrunner, and DNB Carnegie, a part of DNB Bank ASA and

Pareto Securities AS have been retained as Joint Bookrunners in connection

with the Private Placement (jointly the "Managers"). Advokatfirmaet Thommessen

AS is acting as the Company's Norwegian legal advisor and Bird & Bird

(Netherlands) LLP is acting as the Company's Dutch legal advisor.

Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

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., 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..

IMPORTANT INFORMATION

This announcement is not for distribution or release, in whole or in part,

directly or indirectly, in or into the United States of America (including its

territories and possessions, any state of the United States of America and the

District of Columbia) (the "United States"), Australia, Canada, the Hong Kong

Special Administrative Region of the People's Republic of China or Japan, or

any other jurisdiction in which the distribution or release would be unlawful.

This announcement does not constitute or form a part of any offer of

securities for sale or a solicitation of an offer to purchase securities of

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, and

may not be offered or sold in the United States absent registration under the

US Securities Act or an available exemption from, or transaction not subject

to, the registration requirements of the US Securities Act. There will be no

public offering of securities in the United States. 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.

The Company has not authorized any offer to the public of securities in any

Member State of the European Economic Area nor elsewhere. With respect to any

Member State of the European Economic Area (each an "EEA Member State"), no

action has been undertaken or will be undertaken to make an offer to the

public of securities requiring publication of a prospectus in any EEA Member

State. 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.

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", "intend", "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 Managers 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 Managers 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 not a prospectus. No prospectus is required and no such

prospectus or similar document will be published in connection with the

Private Placement. 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

of the Company. Neither the Managers nor any of their respective affiliates

accepts any liability arising from the use of this announcement.

Each of the Company, the Managers 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.

This information is information that Envipco Holding is obliged to make public

pursuant to the EU Market Abuse Regulation. The information was submitted for

publication, through the agency of the contact persons set out above, at

2025-09-23 23:43 CEST.