Arribatec Group ASA

Share Issue/Capital Change • Dec 3, 2020

Arribatec Solutions ASA: Contemplated private placement

Arribatec Solutions ASA: Contemplated private placement

Arribatec Solutions ASA: Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.

Arribatec Solutions ASA ("Arribatec" or the "Company") has retained and Carnegie AS as Bookrunner (the "Manager") to advise on and effect an undocumented private placement of up to 50,000,000 new shares directed towards Norwegian and international investors after the close of Oslo Stock Exchange today (the "Private Placement"), representing approximately 14% of the outstanding capital of the Company.

The net proceeds of the Private Placement will be used to pursue further growth initiatives, including both organic growth and M&A, as well as general corporate purposes.

The book-building period for the Private Placement opens today at 16:30 CET and closes 4 December 2020 at 08:00 CET. The Manager and the Company may, however, at any time resolve to close or extend the book-building period, or cancel the Private Placement, at their sole discretion and on short notice.

Tycoon Industrier AS has pre-committed to subscribe for shares in the Private Placement for an amount of NOK 15 million. CEO Per Ronny Stav and related parties have pre-committed to subscribe for a total of 150,000 shares in the Private Placement.

The indicative price in the Private Placement is NOK 2.20. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

Offer Shares will be settled on a delivery-versus-payment basis with existing and unencumbered shares in the Company that are already listed and tradeable on the Oslo Stock Exchange, pursuant to a share-lending agreement. The share loan will be settled with new shares in the Company which will be resolved issued by the board based on an authorization granted by the Extraordinary General Meeting held on 20 November 2020.

The Company's board of directors has considered alternative structures for the raising of new equity. The Company's board of directors is of the view that it will be in the mutual interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. 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 risks compared to a rights issue.

Carnegie AS is acting as Sole Bookrunner in the Private Placement.

For more information, please contact:

Ranveig Strand, interim CFO, Arribatec Solutions ASA

Telephone: +47 405 10 727| Ranveig@ferncliff.no

Carnegie AS, Manager

Telephone: +47 22 00 93 40

Important information

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release 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.

The Manager is acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.