Dellia Group ASA

Share Issue/Capital Change • Dec 9, 2025

Dellia Group ASA – Acquisition of Kirirom Food Production and contemplated private placement

Dellia Group ASA – Acquisition of Kirirom Food Production and contemplated private placement

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Oslo, 9 December 2025:

The board of directors of Dellia Group ASA ("Dellia" or the "Company" and including its subsidiaries, the "Group") has entered into an agreement for the acquisition of Kirirom Food Production (K.F.P.) Co., LTD ("Kirirom") (the "Acquisition"). Upon completion of the Acquisition, the Group will acquire its largest and most significant supplier of dried fruit products and will secure control over Kirirom's fruit farming operations.

ACQUISITION RATIONALE

Kirirom is a key part of Dellia's supply chain and paramount for the Company’s continued development. Key strategic rationale for the Acquisition are:

(1) Increase production capacity to take out the full potential in the Nordics, and further expansion in Europe and China: The Acquisition gives Dellia full autonomy over Kirirom’s production capacity. The factory had capacity of 6,000 tonnes in 2025 and is expected to have capacity of 12,000 tonnes in 2026. The investment into increased production capacity is already undertaken. In addition, Kirirom has recently established new production lines to process Dellia’s chocolate-dipped dried fruit and dates range, which will be operational in Q1 2026. The vertical integration of Kirirom will be important for the Company's growth ambitions going forward and for unifying all Dellia’s products under one global brand, Sunshine Delights.

(2) Strengthening control of the supply-chain and reducing dependency on third party suppliers: Kirirom is the single most important part of Dellia’s supply chain with approximately 60% of the factory’s volume YTD being supplied to Dellia. A combined company allows Dellia to control contract farming securing sun-riped fruit and have a holistic value chain from sourcing and production to the store. This is an important base for delivering delightful taste experiences.

(3) International contract manufacturing platform: In addition to supplying Dellia, Kirirom operates a fast-growing contract manufacturing business supplying an established global customer base, including major international retailers and wholesalers in the US, Pacific-Asia and Australia. The contract manufacturing business outside of Dellia, represents approximately 40% of total volume in 2025 and will provide Dellia with an immediate global foothold and access to international retailers.

Jan Storli Eriksen, founder, shareholder and CEO of the Company, comments: "Bringing Kirirom and Dellia together under one company began as a shared vision in 2022, in the mountains at Gaustablikk with Dalis Chhorn, the owner of Kirirom. Our aim was clear: to build Sunshine Delights into the leading global, better-choice snacking brand. Now that the long-term planned acquisition has become a reality, I am pleased to welcome Dalis as a shareholder in Dellia. As a combined listed company, we both move ahead with greater agility, sharper focus and the ambition to shape the future of a new grocery category within better choice snacking."

Dalis Chhorn, owner of Kirirom, comments: "I am proud of developing a dried fruit production company in Cambodia and for providing work for approximately 3,600 people. In becoming a part of Dellia, we aim to further develop the factory and become the world’s largest producer of dried mango".

THE ACQUISITION

Under the Acquisition agreement, Dellia will acquire from Ms. Dalis Chhorn (the "Seller") 100% of the shares in a Singaporean entity to be established by the Seller to hold 100% of the shares in Kirirom. The Acquisition values Kirirom at an Enterprise Value (EV) of USD 36 million on a cash- and debt-free basis. Adjusted for net debt of approximately USD 10 million, the purchase price payable for the shares is approximately USD 26 million (the "Purchase Price"). The Purchase Price shall be settled by Dellia to the Seller on closing of the Acquisition as follows: (1) USD 13 million in cash and (2) issuance of 387,104 shares in Dellia at a subscription price of NOK 339 per share (the "Consideration Shares"). The 387,104 Consideration Shares to be received by the Seller will be subject to a lock-up agreement until 27 March 2027 on customary terms.

As part of the Acquisition, the Group will prefund Kirirom with USD 1.0 million to facilitate a spin-off of 10 hectares of land in connection to the factory and held by Kirirom into a separate land owning company (the "Land Owning Company"), to be jointly held by the Group and a local nominee (as required under Cambodian law). The prefunded amount is part of the USD 36 million EV of Kirirom. In addition, the Group will prefund the Land Owning Company an additional USD 3.9 million to acquire 39 hectares of land surrounding the factory and not currently owned by Kirirom, to facilitate future potential expansion of the factory. The establishment of the Singaporean entity and the Land Owning Company, including the above referred acquisition of land, is hereinafter referred to as the "Kirirom Restructuring".

Completion of the Acquisition is subject to various customary conditions, including (i) Dellia obtaining financing for the cash component of the Purchase Price (through the Private Placement or otherwise), (ii) satisfactory completion of an ongoing confirmatory due diligence, (iii) completion of the Kirirom Restructuring, (iv) necessary corporate resolutions in Dellia and (v) necessary regulatory approvals. The Acquisition is expected to be completed during second quarter 2026.

CURRENT TRADING AND OUTLOOK

Dellia continues to deliver strong operational and financial performance, and the Company expects to deliver 2025 revenues of approximately NOK 660 million and 2025 EBIT adjusted for IPO costs of approximately NOK 100 million. EBIT in Q4 2025 is negatively impacted by significant use of air freight and implementation of a new corporate performance management system with a total cost of NOK 12.9 million in the quarter. Pro-forma for the Acquisition, 2025 revenues are expected to be around NOK 800 million, 2025 EBITDA adjusted for IPO costs is expected to be around NOK 150 million and 2025 EBIT for IPO costs is expected to be around NOK 130 million. Together with Kirirom, the Company is well positioned to continue to deliver strong profitable growth in the Nordics and internationally going forward.

ABOUT KIRIROM

Kirirom Food Production is a large-scale dried mango producer based in the Kirirom region, west of Phnom Penh, Cambodia. Founded in 2013, the company operates through a combination of direct farming, contract farming and purchases from cooperatives. As of year-end 2024, Kirirom employed approximately 1,000 people, of which approximately 300 are permanent employees and approximately 700 are temporary employees. As of 9 December 2025, Kirirom has a total of 3,600 employees. Kirirom is committed to sustainable farming practices, utilising all parts of the mango productively. Mango skins and seeds are used for animal feed and biofuel, minimising waste across the production process. Employees at Kirirom receive training to strengthen skills and support long-term employment. As a socially responsible employer, the factory actively contributes to the local community by supporting multiple initiatives such as a childcare centre, kindergarten classes, an orphanage centre, community of students, station of clean water supply, and tree planting. In addition, Kirirom facilitates for women to work at the factory.

THE PRIVATE PLACEMENT

To inter alia finance the cash component of the Purchase Price for the Acquisition, Dellia hereby announces a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK 200 million (the "Private Placement"). The price per Offer Share will be determined by a bookbuilding and denominated in NOK (the "Offer Price"). The final number of Offer Shares to be issued will be determined by the board of directors of Dellia (the "Board") in consultation with the Manager following expiry of the Bookbuilding Period (as defined below). The Company has appointed ABG Sundal Collier ASA as sole bookrunner for the Private Placement (the "Manager").

The net proceeds to the Company from the Private Placement will be used to (i) fund the cash consideration payable in connection with the Acquisition and pre-funding of the above referred Land-owning Company and (ii) repay outstanding debt in Kirirom following completion of the Acquisition. Any remaining proceeds may be used for general corporate purposes.

Christian James-Olsen, chairman of the Board, has pre-committed to apply for and will receive full allocation of Offer Shares for NOK 4 million.

Birkelunden AS, a close associate of Mette Rokne Hanestad (Board member), has pre-committed to apply for and will receive full allocation of Offer Shares for NOK 500,000.

The issuance of Offer Shares will be resolved by the Company's board of directors pursuant to an authorisation given by an extraordinary general meeting of the Company held on 19 August 2025.

Lock-up waiver: In connection with the initial public offering (IPO) and listing of the Company's shares in September 2025, the Company undertook a lock-up obligation of six months. The Manager has agreed to waive this lock-up undertaking based on i) the strategic rationale of the Acquisition and ii) the share price performance since the IPO.

Timeline and terms of the Private Placement

The bookbuilding period in the Private Placement commences today, 9 December 2025 at 16:30 CET and closes on 10 December 2025 at 8:00 CET (the "Bookbuilding Period"). The Board reserves the right, at its sole discretion, to close, shorten, or extend the Bookbuilding Period at any time and for any reason on short or without notice. If the Bookbuilding Period is shortened or extended, the other dates referred to herein may be changed accordingly.

Allocation of Offer Shares will be made after the expiry of the Bookbuilding Period at the sole discretion of the Board in consultation with the Manager. Allocation will be based on criteria such as (but not limited to) perceived investor quality, existing ownership in the Company, price leadership, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon.

Notification of allocation will be issued to applicants on or about 10 December 2025 through a notification to be issued by the Manager.

The Private Placement is directed towards investors subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. However, the Board may, at its sole discretion, allocate Offer Shares for an amounts below the NOK equivalent of EUR 100,000 to the extent permitted by applicable exemptions from the prospectus requirements pursuant to Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations. Further selling restrictions and transaction terms will apply.

Settlement

The Offer Shares allocated in the Private Placement will be settled on a delivery-versus-payment (DVP) basis on or about 12 December 2025, subject to fulfilment of the Conditions (see below), by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Oslo Børs pursuant to a share lending agreement to be entered into between the Company, the Manager and Storli Holding AS as share lender (the "Share Lending Agreement"). The Offer Shares allocated in the Private Placement are expected to be tradable on Euronext Oslo Børs on or about 10 December 2025. The Manager will settle the share loan under the Share Lending Agreement with new shares in the Company to be issued by the Board pursuant to the above referred authorisation.

Conditions for completion of the Private Placement

The completion of the Private Placement by delivery of Offer Shares to investors is subject to (i) all corporate resolutions required to implement the Private Placement being validly made, including the Board resolving to (1) consummate the Private Placement and allocate the Offer Shares and (2) resolving to issue the Offer Shares, (ii) the Share Lending Agreement being entered into and remaining in full force and effect and (iii) the agreement for the Acquisition remaining in full force and effect (jointly, the "Conditions").

The Company reserves the right to cancel and/or modify the terms of the Private Placement at any time and for any reason prior to notification of allocation. The applicants also acknowledge that the Private Placement will be cancelled if the Conditions are not fulfilled. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification. The applicants further acknowledge that completion of the Acquisition is not a Condition for completion of the Private Placement.

EQUAL TREATMENT CONSIDERATIONS AND POTENTIAL SUBSEQUENT OFFERING

The Private Placement represents a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, and the Board is of the opinion that it is in compliance with these requirements. The issuance of the Offer Shares is carried out as a private placement in order to inter alia finance the cash consideration for the Acquisition. By structuring the equity raise as a private placement the Company is able to efficiently raise capital for the abovementioned purpose at a market-based offer price. On the basis of the above, and taking into account that a repair offering may be carried out subsequent to the Private Placement (see below), the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.

Subject to completion of the Private Placement, approval and publication of a prospectus (as required) and certain other conditions, the Board may resolve to carry out a subsequent offering of new shares in the Company at the Offer Price (the "Subsequent Offering"). Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 9 December 2025 (as registered in the VPS two trading days thereafter), who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or to cancel any Subsequent Offering.

Advisors

ABG Sundal Collier ASA is acting as sole bookrunner in the Offering. Wikborg Rein Advokatfirma AS is acting as legal advisor to Dellia.

About Dellia | www.dellia.com

Dellia is a Nordic consumer goods group with a fast-growing position in the dried fruit category. The Group develops and markets brands such as Sunshine Delights®, Dippies® and A Date With® – exciting and tasty products broadening the dried fruit category through mass market appeal. Dellia’s products are distributed across approximately 12,800 stores in the Nordics.

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This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Thea Guldbrandsøy at the time and date set out above.

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials 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.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (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 Private Placement in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

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 any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).

In the United Kingdom, this communication is only addressed to and is only directed at qualified investors who 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) 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 communication 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.

This communication contains forward-looking statements concerning future events, including possible issuance of equity securities of the Company. 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 communication 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. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.

The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.

The Manager is acting exclusively 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 its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Manager nor any of their respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or responsibility for the contents of this announcement or any matters referred to herein.

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.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.