Beerenberg

Share Issue/Capital Change • Sep 29, 2023

Beerenberg AS – NOK 357.5 million equity private placement successfully completed, extraordinary shareholders' meeting held

Beerenberg AS – NOK 357.5 million equity private placement successfully completed, extraordinary shareholders' meeting held

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Bergen, 29 September 2023: Reference is made to the stock exchange release from Beerenberg AS (“Beerenberg” or the “Company”) on 28 September 2023 regarding the contemplated private placement (the "Private Placement") and intention to list its shares on Euronext Growth Oslo (the "Listing").

Beerenberg is pleased to announce that the Private Placement has been successfully completed with a total transaction size of approximately NOK 357.5 million through the allocation of 19,860,000 shares at a price of NOK 18.00 per share (the “Offer Price”).

The Private Placement in summary:

- The Private Placement comprised (i) a primary offering of 13,890,000 new shares (the "New Shares") raising gross proceeds to the Company of approximately NOK 250 million and (ii) a secondary offering of 4,165,000 existing shares (the "Sale Shares"), equating approximately NOK 75 million.

- In addition, the Managers (as defined below) have over-allocated 1,805,000 additional existing shares (the “Additional Shares” and, together with the New Shares and the Sale Shares, the “Offer Shares”).

- The Private Placement attracted strong interest from leading Nordic and international institutional investors and was substantially oversubscribed.

- The Sale Shares were offered by Segulah IV L.P., AlpInvest Partners Co-Investments 2012 I CV together with AlpInvest Partners Co-Investments 2011 II CV, and Svein Eggen Holding AS (the “Selling Shareholders”).

- Following the sale of the Sale Shares and the issuance of the New Shares, Segulah IV L.P., which prior to completion of the Private Placement held approximately 84% of the Company's shares, will retain 5,327,168 shares, equivalent to approximately 22% of the issued share capital in the Company. Assuming full exercise of the Greenshoe Option (as defined below), Segulah IV L.P. will hold 3,743,760 million shares, equivalent to approximately 15% of the issued share capital in the Company in the event of the sale of all the Option Shares (as defined below) and following the issuance of the New Shares.

- The Company will partly use the net proceeds from the primary offering to repay approximately NOK 200 million of the Company’s debt and the remaining proceeds to fund certain growth initiatives as well as for general corporate purposes.

- There will be in total 24,570,000 issued shares in Beerenberg following the issuance of the New Shares, resulting in a post-money undiluted market capitalisation of the Company of approximately NOK 442 million based on the Offer Price.

- The first day of trading on Euronext Growth Oslo is expected to be on Thursday 5 October 2023 under the trading symbol "BBERG” (subject to the necessary approvals from the Oslo Stock Exchange).

Allocation to investors will be communicated on or about 2 October 2023, and the Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 5 October 2023. The delivery-versus-payment settlement of New Shares in the Private Placement is facilitated by a pre-funding agreement entered into between the Company and the Managers.

The allocation of the Offer Shares has been resolved by the Company's board of directors and the issue of the New Shares has been approved by an extraordinary general meeting in the Company held today, the minutes of which are attached to this notice. Completion of the Private Placement by delivery of the Offer Shares to investors is subject to (i) the registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret), (ii) the subsequent issuance of the New Shares in the Norwegian Central Securities Depository (VPS), (iii) the Oslo Stock Exchange resolving to approve the Listing and (iv) the placing-agreement between the Company, selling shareholders and the Managers remaining unmodified and in full force and effect. A new board member appointed by Camar AS, an investor having subscribed, and been allocated, shares for approximately NOK 80 million, has been elected by the Company in the above referred extraordinary shareholders' meeting, with the election taking effect on the first day of trading of the shares on Euronext Growth Oslo.

The Company, the Selling Shareholders (except Svein Eggen Holding AS) and members of the Company's board of directors (other than the board member appointed by Camar AS), and management have entered into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 6 months for the Company and 9 months for the other parties, after the commencement of trading in the shares on Euronext Growth Oslo.

The Additional Shares will be settled by existing shares lent by Segulah IV L.P., AlpInvest Partners Co-Investments 2012 I CV and AlpInvest Partners Co-Investments 2011 II CV (the "Share Lenders") to SpareBank 1 Markets AS, as stabilisation manager, acting on behalf of the Managers (the “Stabilization Manager”). Further, the Share Lenders have granted the Stabilization Manager, an option to purchase, at the Offer Price, a number of shares (the "Option Shares") from the Share Lenders equal to up to the number of Additional Shares to cover short positions resulting from the sale of Additional Shares in the Private Placement (the "Greenshoe Option"). The Greenshoe Option is exercisable, in whole or in part, by the Stabilization Manager, within a 30-day period commencing at the time trading in the shares commences on Euronext Growth Oslo.

The Stabilization Manager may carry out stabilisation activities during the period commencing on the first day of trading in the shares on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilisation activities will be conducted based on the same principles as set out in article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures, in order to support the market price of the shares. Any net profits from such stabilisation activities, if undertaken, will be to the benefit of the Share Lenders.

Allocations to board and management of the Company:

GRAA AS, a close associate of Geir Magne Aarstad, chairman of the board, has been allocated 50,000 Offer Shares at the Offer Price. Following completion of the Private Placement, GRAA AS will own a total of 50,472 shares in the Company, equal to approximately 0.2% following the issuance of the New Shares.

Sebastian Ehnrooth, board member of the Company, has been allocated 100,000 Offer Shares at the Offer Price. Following completion of the Private Placement, he will own a total of 100,000 shares in the Company, equal to approximately 0.4% following the issuance of the New Shares.

Arild Apelthun, CEO of the Company, has been allocated 72,222 Offer Shares at the Offer Price. Following completion of the Private Placement, he will own a total of 72,273 shares in the Company, equal to approximately 0.3% following the issuance of the New Shares.

Harald Haldorsen, CFO of the Company has been allocated 32,222 Offer Shares at the Offer Price. Following completion of the Private Placement, he will own a total of 42,447 shares in the Company, equal to approximately 0.2% following the issuance of the New Shares.

Advisers

Pareto Securities AS and SpareBank 1 Markets AS (the "Managers") are acting as Joint Global Coordinators and Joint Bookrunners. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.

For further information, please contact:

Arild Apelthun, CEO, Beerenberg, Arild.apelthun@beerenberg.com, tel. +47 91 81 92 65

Harald Haldorsen, CFO, Beerenberg, Harald.haldorsen@beerenberg.com, tel. +47 982 34 834

Important Notice:

The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation.

This stock exchange announcement was published by the Company's CFO, Harald Haldorsen, at [20.30] on 29 September 2023.

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of Beerenberg 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. 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. 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. This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "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 include, but are not limited to, 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 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. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any information, opinions and forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. This announcement is made by, 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. None of the Managers, the shareholders or 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 for information purposes only. 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. None of the Managers, the shareholders or any of their respective affiliates accepts any liability arising from the use of this announcement. Each of the Company, the shareholders, 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. There is no guarantee that the Offering will proceed and that the Listing will occur. Certain figures contained in this announcement, including financial information, may 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. 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. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.