Dellia Group ASA

Regulatory Filings • Dec 9, 2025

Dellia Group ASA – Completion of private placement

Dellia Group ASA – Completion of private placement

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 9 December 2025

Reference is made to the stock exchange announcement made by Dellia Group ASA ("Dellia" or the "Company" and including its subsidiaries, the "Group") on 9 December 2025 regarding i.a. Dellia's contemplated acquisition of 100% of the shares in Kirirom Food Production (K.F.P.) Co., LTD. ("Kirirom") (the "Acquisition"), and a contemplated private placement of new shares in the Company (the "Private Placement").

Dellia is pleased to announce that the Private Placement has been successfully placed, with an allocation of 650,000 new shares (the "Offer Shares") at a subscription price of NOK 310 per Offer Share (the "Offer Price"), raising gross proceeds to the Company of NOK 201.5 million. The Private Placement attracted strong interest and was multiple times covered.

ABG Sundal Collier ASA acted as sole bookrunner in 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 Land-owning Company referred to in the stock exchange announcement on 9 December 2025 and (ii) repay outstanding debt in Kirirom following completion of the Acquisition. Any remaining proceeds may be used for general corporate purposes.

Notification of allocation will be issued to applicants by the Manager on 10 December 2025.

The Offer Shares allocated in the Private Placement will be settled on a delivery-versus-payment (DVP) basis on or about 12 December 2025 by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Oslo Børs pursuant to a share lending agreement 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 upon notification of allocation 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 of Directors pursuant to an authorisation granted by an extraordinary general meeting held 19 August 2025.

Following registration of the share capital increase pertaining to the issuance of the Offer Shares, the Company's share capital will be NOK 5,460,000, divided into 5,460,000 shares, each with a nominal value of NOK 1.

Subscriptions by primary insiders

The following primary insiders (or persons closely associated with them) have been allocated Offer Shares at the Offer Price in the Private Placement:

- Christian James-Olsen, chairman of the Board and primary insider of Dellia, has been allocated 12,903 Offer Shares (NOK 4 million).

- Birkelunden AS, a close associate of Board member and primary insider of Dellia Mette Rokne Hanestad, has been allocated 1,612 Offer Shares (NOK 500,000).

Please see the attached forms for further details.

Subsequent offering and equal treatment considerations

Completion of 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 of Directors 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. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. On the basis of the above, the Board of Directors 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.

The Board has considered a potential subsequent offering following the Private Placement and concluded not to propose to carry out a subsequent offering directed towards shareholders who did not participate in the Private Placement. The decision is inter alia based on the limited dilution for the non-participating shareholders caused by the Private Placement, that the Private Placement has been subject to broad marketing including towards existing shareholders following a publicly announced bookbuilding process, as well as the pricing in the Private Placement being set at a market based offer price and with a modest discount to the last closing price on Euronext Oslo Børs.

Advisors

ABG Sundal Collier ASA acted as sole bookrunner in the Offering. Wikborg Rein Advokatfirma AS acted 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.