Envipco Holding N.V.

Share Issue/Capital Change • Jan 26, 2021

Press release

Envipco launches private placement and will apply for secondary listing on Euronext Growth Oslo

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Amersfoort, The Netherlands – January 26, 2021

Reference is made to the announcement by Envipco Holding N.V. ("Envipco" or the "Company") dated 19 January 2021 regarding a potential secondary listing on Euronext Growth Oslo and the exploration of funding opportunities.

Envipco has resolved to launch a private placement of up to 507,521 new ordinary shares in the Company (the "Offering") at a subscription price of EUR 16.00 per share to selected qualifying institutional investors, raising gross proceeds of up to approximately EUR 8.1 million, and apply for a secondary listing on Euronext Growth Oslo (the "Listing"). Existing shareholders of the Company will not have pre-emptive rights in relation to the new shares to be issued. The final number of Offer Shares will be determined by the Company's board of directors in its sole discretion.

The bookbuilding period in the Offering will commence on 26 January 2021 at 09:00 CET and close on 27 January 2021 at 16:30 CET. The Company and Carnegie AS (the "Manager") may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

The net proceeds from the Offering will be used to i) maintain and strengthen market position through investments in technology and organization to take advantage of the attractive market opportunities, ii) invest in equipment and facilities to improve supply chain and to support growth, iii) continue to build the organization to secure an efficient and scalable structure, iv) overall strengthening of the balance sheet and financial position to take advantage of attractive M&A opportunities if they arise and v) working capital and general corporate purposes.

The Company's shares are listed on Euronext Amsterdam, which is a regulated market, with ticker ENVI. The Company will also apply for its shares to be admitted to trading on Euronext Growth Oslo, a multilateral trading facility operated by Oslo Børs. Subject to the Company's shares being admitted to trading, the first day of trading on Euronext Growth Oslo is expected to be on or about 19 February 2021. The Company's shares will be tradable on Euronext Growth Oslo in the form of Depository Receipts registered in the Norwegian Central Securities Depository (the "VPS"). The Depository Receipts will not be tradable on Euronext Amsterdam unless they are exchanged into ordinary shares in the Company held through Euroclear Netherlands, the central security depositary in the Netherlands.

Completion of the Offering is subject to (i) all necessary corporate resolutions for consummating the Offering being validly made by the Company, including without limitation relevant approvals and resolutions by the Company's board of directors, (ii) the Offer Shares having been fully paid, (iii) consent from the Company's auditor and previous auditor to include the audited 2019 and 2018 financial statements in the information document to be published in connection with the contemplated admission to trading on Euronext Growth Oslo, following finalization of their review required for this purpose, (iv) the share capital increase pertaining to the issuance of the Offer Shares having been validly registered in the Trade Register of the Chamber of Commerce in the Netherlands, (v) the Offer Shares having been validly registered in book-entry form in the Euroclear Netherlands system and (vi) the Depository Receipts having been validly issued in the VPS.

The Offering will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to EUR 100,000. The Company may, however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The new shares to be issued in connection with the Offering will be issued based on authorisation granted to the Board of Directors by the Company's general meeting.

Allocation of the shares in the Offering will be determined at the end of the bookbuilding period, and final allocation will be made by the board of directors at its sole discretion, following advice from the Manager. The Company will announce the final subscription price and the number of Offer Shares allocated in the Offering through a stock exchange release expected to be published before opening of trading on Euronext Amsterdam on 28 January 2021.

Settlement of the Offer Shares is subject to satisfaction of the conditions set out above. The allocated Offer Shares are expected to be settled in the form of Depository Receipts through a delivery versus payment transaction on a regular T+2 basis after satisfaction of the conditions, which is expected to take place on or about 18 February 2021. Further settlement details will be stated in the allocation notice.

Advisers

Carnegie AS has been retained as Sole Bookrunner and financial adviser in connection with the Offering and Listing. Advokatfirmaet Thommessen AS is acting as the Company's Norwegian legal advisor and Bird & Bird (Netherlands) LLP is acting as the Company's Dutch legal advisor.

For further information please contact:

Derk Visser, Group CFO Envipco Holding N.V. Telephone: +31 33 2851773

About Envipco Holding N.V.

Envipco Holding N.V., www.envipco.com, is a Netherlands-based holding company listed on Euronext Amsterdam (Symbol: ENVI). Envipco, with operations in several countries around the globe, is a recognized leader in the development and operation of reverse vending machines (RVMs), automated technological systems for the recovery of used beverage containers. 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.

IMPORTANT INFORMATION

This announcement is not for distribution or release, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China or Japan, or any other jurisdiction in which the distribution or release would be unlawful.

This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company 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, 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. 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.

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 (each an "EEA 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 EEA Member State. 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.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intend", "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 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 Manager is 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 Manager nor any of its 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 not a prospectus. No prospectus is required and no such prospectus or similar document will be published in connection with the Offering. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. 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 Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Manager 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 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.