Nordic Financials ASA — M&A Activity 2016

Dec 9, 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Aega ASA: Agreement to acquire assets from Aega Solar

Reference is made to the stock exchange notices dated 25 November 2016 regarding Aega ASA's ("Aega" or the "Company") contemplated acquisition of certain assets from Aega Solar AS ("Aega Solar") and the disclosing of voting powers in connection with the proposed transaction (the "Transaction"), as well as the stock exchange notice of 7 December 2016 regarding a contemplated private placement (the "Private Placement") in Aega.

Today, 9 December 2016, the extraordinary general meeting of Aega Solar approved the Transaction, and the asset purchase agreement governing the Transaction (the "Agreement") was subsequently signed by Aega Solar and Aega. The Agreement has been entered into on the terms and conditions described in the stock exchange notice dated 25 November 2016, provided, however, that only 60% of the consideration shares to be issued by Aega will be subject to lock-up in the 24-month lock-up period from the date of completion.

The completion of the Transaction is inter alia subject to the approval of the Transaction by the general meeting of Aega, consents to the Transaction from relevant contracting parties and the completion of the Private Placement. As disclosed in a stock exchange notice dated 25 November 2016, shareholders representing about 69.3% of the shares and votes in Aega have undertaken to vote in favour of the Transaction at the Company's extraordinary general meeting.

The parties expect to be able to complete the Transaction by the end of January 2017 provided that all the conditions for completion are met.

SpareBank 1 Markets AS and Pioner Kapital AS are acting as financial advisors to Aega in connection with the Transaction and the Private Placement.

Oslo, 9 December 2016 Aega ASA

For further information, please contact: Vegard Finstad, CEO Aega ASA, +47 911 92 132

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This announcement is not and does not form a part of any offer for sale of any securities, and is for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Aega ASA does not intend to register its securities in the United States. The distribution of this announcement into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has not been approved by any regulatory authority.