Envipco Holding N.V.

Share Issue/Capital Change • Oct 16, 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Press Release

Envipco successfully placed 6.8% new shares to support growth and strengthen working capital

Amersfoort, The Netherlands - 16 October 2018 – Envipco Holding N.V. ("Envipco" or the "Company") a leading global provider of recycling systems and Reverse Vending Machine technology, has completed a private placement of a total of 260,000 new ordinary shares by way of an accelerated bookbuilding process, raising gross proceeds of EUR 2,860,000 (the "Placement"). The shares in the Placement were offered to selected (qualified) institutional investors in Europe and represent 6.8% of the Company's outstanding ordinary share capital. The price of the shares in the Placement was derived through an accelerated bookbuilding process and was set at EUR 11.00 per share, representing a discount of 6.0% compared to the last closing price on Euronext Amsterdam. The settlement and listing of the new ordinary shares on Euronext Amsterdam is expected to take place on or about 18 October 2018. Following the Placement, the Company's issued share capital will consist of 4,097,607 ordinary shares.

Gool Santchurn, President & CEO of Envipco: "We are pleased with the private placement of 260,000 new shares. In view of the potential of new schemes in Europe we fully acknowledge the importance of undertaking the necessary activities and investments to ensure that we are well-positioned to seize opportunities when they arise, as we now see progressing in Scotland and other geographies. We are convinced that our competitive technology provides a highly efficient solution to enable consumers around the world to recycle their beverage containers."

NIBC Bank N.V. acted as Sole Bookrunner in the Placement.

For further information please contact:

Floor van Maaren / Eva Lindner Lindner & van Maaren +31 6 29597746 / +31 6 34222831

About Envipco Holding N.V.

Envipco Holding N.V. (Envipco), www.envipco.com, is a Netherlands based holding company listed on Euronext Brussels and Euronext Amsterdam (Symbol ENVI). Envipco, with operations in several countries around the globe, is a recognised leader in the development and operation of reverse vending machines (RVMs), automated technological systems for the recovery of used beverage containers. Envipco's turnkey solutions cover all aspects of beverage container recycling - from recovery, validation, compaction, sorting, transportation and logistics, to accounting for every container, to recycling and processing used beverage containers to prepare for conversion into new containers and consumer products. Known for its innovative technology and market leadership, Envipco holds several intellectual property rights for RVM systems, including but not limited to beverage refund deposit markings, material type identification, compaction and accounting.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

DISCLAIMER – IMPORTANT

This announcement is not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so might constitute a violation or breach of any applicable law or regulation. This announcement is not a prospectus for the purposes of the Prospectus Directive (as defined below). This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy securities of Envipco Holding N.V. (the "Company") in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in jurisdictions may be similarly restricted. This announcement should not be regarded as an opinion or recommendation concerning the purchase or sale of securities of the Company. Persons into whose possession this communication 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 jurisdictions.

The securities mentioned herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States.

In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, qualified investors as defined in the Prospectus Directive who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area and which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. Notwithstanding the foregoing, in the Netherlands the shares are not and may not be offered other than to persons or entities who or which are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and in Belgium the shares may not be offered other than to persons or entities who or which are qualified investors as defined in Article 10§1 of the Belgian law dated 16 June 2006 (Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Solely for purposes of the product governance requirements contained in: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MIFID II"); (b) sections 9 and 10 of the Commission Delegated Directive (EU) 2017/593 supplementing MIFID II; and (c) local implementing measures (together, the "MIFID II PGR"), and disclaiming any all liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MIFID II PGR) may otherwise have with respect thereto, the shares to be placed (the "Placing Shares") have been subject to a product approval process (the "TMA"), which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MIFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MIFID II. Notwithstanding the TMA, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The TMA is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the TMA does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II; or (b) a recommendation to any investor or group of investors or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the offering of Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Any investment decision in connection with the Placement must be made on the basis of all publicly available information relating to the Company and the Placing Shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the Placing Shares.

NIBC Bank N.V. ("NIBC") or any of its respective directors, officers, employees, advisers and agents does not accept any responsibility or liability whatsoever for/or make any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the document) or any other information relating to the Company or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith.

None of the Company, NIBC or any of their respective directors, officers, employees, agents, affiliates or advisers is under any obligation to update, complete, revise or keep current the information contained in this document to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.

NIBC, of which the Dutch Central Bank (De Nederlandsche Bank - DNB) is the primary regulating entity, is acting exclusively for the Company and no one else in connection with this announcement or any future transaction in connection with it.

NIBC will not regard any other person (whether or not a recipient of this document) as a client or will be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the contents of this announcement or any transaction, matter or arrangement referred to in this announcement.

The Company's executive director and CEO Mr. Bhajun Santchurn is responsible for arranging for the release of this announcement on behalf of Envipco Holding N.V.