Elektroimportøren AS — Share Issue/Capital Change 2020

Dec 14, 2020

Elektroimportøren – Offering successfully completed

Elektroimportøren – Offering successfully completed

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Elektroimportøren – Offering successfully completed

Oslo, 14 December 2020: Reference is made to the stock exchange release from Elektroimportøren AS (“Elektroimportøren” or the “Company”) on 9 December 2020 regarding the terms for the offering of shares (the “Offering”) and subsequent admission to trading on Euronext Growth Oslo (the “Listing”).

Elektroimportøren is pleased to announce that the Offering has been successfully completed with the allocation of 14,718,529 Offer Shares (as defined below) at a price of NOK 48.25 per Offer Share (the "Offer Price"), resulting a total transaction size of approximately NOK 710 million.

In summary:

• The Offering comprised a sale of existing shares from Herkules Private Equity IV (Jersey-I) L. P. and Herkules Private Equity IV (Jersey-II) L. P. (collectively, “Herkules” or the "Principal Selling Shareholder") and certain other shareholders, including management shareholders (together with the Principal Selling Shareholder, the “Selling Shareholders”) of 13,468,529 shares (the “Sale Shares”), corresponding to an amount of approximately NOK 650 million

• In addition, the Managers (as defined below) have over-allocated 1,250,000 additional existing shares (the “Additional Shares” and, together with the Sale Shares, the “Offer Shares”)

• The Offering, which attracted strong interest from institutional and other high-quality long-term investors, was substantially oversubscribed

• Six cornerstone investors; Eika Kapitalforvaltning (NOK 95 million), ii) Nordea Investment Management (NOK 95 million), iii) WQZ Investment Group Ltd (NOK 95 million), iv) Pareto Asset Management (NOK 40 million), v) Sissener AS (NOK 35 million), and vi) Delphi Funds, a part of Storebrand (NOK 25 million) have been allocated NOK 385 million in the Offering, representing 38.5% of the shares in the Company

• At Listing, the Company will have 20,732,200 shares outstanding, each with a nominal amount of NOK 0.05, resulting in a market capitalisation of the Company of NOK 1,000 million based on the Offer Price

• Following the allocation of the Sale Shares, Herkules will retain 5,400,000 shares, equivalent to 26.05% of the shares in the Company. Assuming full exercise of the Greenshoe Option (as defined below), Herkules will hold 4,150,000 shares, equivalent to 20.02% of the shares in the Company

• The first day of trading on Euronext Growth Oslo is expected to be on Wednesday 16 December 2020 under the trading symbol "ELIMP” (subject to the necessary approvals from the Oslo Stock Exchange and the registration of the Company’s shares in the Norwegian Central Securities Register, VPS)

Allocation to investors will be communicated on 14 December 2020 and the Offering is expected to be settled by the Managers on a delivery-versus-payment basis on or about 16 December 2020.

The Company, the Selling Shareholders and members of the Company's board and management have entered into customary lock-up arrangements with the Global Coordinator (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Global Coordinator, issue, sell or dispose of shares, as applicable, for a period of 6 months for the Company and the Principal Selling Shareholders, and 12 months for the members of the Company's management and board of directors after the commencement of trading in the shares on Euronext Growth Oslo.

The Principal Selling Shareholder has granted ABG Sundal Collier ASA (the “Stabilisation Manager”) (on behalf of the Managers) an option to purchase a number of existing shares equal to the number of over-allotted shares at a price per share equal to the Offer Price to cover any short positions resulting from any over-allotments made (the “Greenshoe Option”). The Stabilisation Manager may also, in a period of 30 days from the first day of listing (the "Stabilisation Period") and in accordance with the principles of the EC Commission Regulation 2273/2003, close out such short position by buying shares in the open market with a view to supporting the market price of the shares. Net profits from any such stabilisation activities will be to the benefit of the Principal Selling Shareholder.

Advisors:

ABG Sundal Collier ASA is acting as Global Coordinator in respect to the Offering and the Listing (the “Global Coordinator”). DNB Markets, a part of DNB Bank ASA is acting as Joint Bookrunner in connection with the Offering (together with the Global Coordinator, the “Managers”).

Advokatfirmaet Wiersholm AS is acting as legal counsel in connection with the Offering and the Listing.

For further information, please contact:

Petter Bjørnstad

CFO and IR responsible

petter.bjornstad@elektroimportoren.no

Tlf: +47 95 90 77 88

Important Notice

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 the Elektroimportøren Invest AS 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 we 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.

This announcement is made by and, 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. Neither the Managers nor 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. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, 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.

The Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Offering will proceed and that the Listing will occur.

Certain figures contained in this document, 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 document 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.

Stabilisation

In connection with the Offering and in accordance with all applicable laws and rules, ABG Sundal Collier ASA, in its capacity as Stabilisation Manager for the Offering, may (but will be under no obligation to) effect stabilisation transactions with a view to supporting the market price of the shares in the Company during the Stabilisation Period at a level higher than that which might otherwise prevail. However, stabilisation action may not necessarily occur and may cease at any time. Any stabilisation action may begin on or after the date of commencement of trading of the shares in the Company on Euronext Growth Oslo and, if begun, may be ended at any time, but it must end no later than 30 days after that date. Any stabilisation action must be conducted by the Stabilisation Manager in accordance with all applicable laws and rules and can be undertaken at the offices of the Stabilisation Manager and on the Oslo Stock Exchange. Stabilisation may result in an exchange or market price of the Company's shares that is higher than might otherwise prevail, and the exchange or market price may reach a level that cannot be maintained on a permanent basis.

Any stabilisation activities will be conducted based on the same principles as set out in Section 3-12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilisation of financial instruments, as well as article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.