Komplett ASA

Share Issue/Capital Change • Nov 15, 2022

Komplett ASA: Private Placement Successfully Placed

Komplett ASA: Private Placement Successfully Placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.

Sandefjord/Oslo, 15 November 2022: Reference is made to the stock exchange

notice published by Komplett ASA (the "Company") on 15 November 2022 (the

"Announcement") regarding the contemplated private placement of new shares in

the Company to raise gross proceeds of NOK 1,000 million (the "Private

Placement"). The Company hereby announces that it has allocated 67,800,000 new

shares (the "Offer Shares") in the Private Placement at a subscription price of

NOK 14.75 per share (the "Offer Price"), raising gross proceeds of NOK

1,000,050,000.

ABG Sundal Collier ASA ("ABGSC"), Carnegie AS ("Carnegie") and Nordea Bank Abp,

filial i Norge ("Nordea") and Skandinaviska Enskilda Banken AB (publ), Oslo

branch ("SEB") acted as Joint Bookrunners (the "Managers") in connection with

the Private Placement.

The Company will use the net proceeds from the Private Placement and funds to be

made available under the New Facilities (as defined in the Announcement) to

repay the NOK 1,500 million bridge loan which was obtained in connection with

the Company's combination with NetOnNet AB.

Settlement of the Private Placement is divided into two tranches, whereas

Tranche 1 of the Private Placement consists of 27,500,000 Offer Shares and

Tranche 2 of the Private Placement consist of 40,300,000 Offer Shares.

16,410,220 Offer Shares, all to be settled in Tranche 1, have been allocated to

other investors than Canica Invest AS ("Canica Invest") and SIBA Invest

Aktiebolag ("SIBA Invest"), with settlement expected to take place on or about

18 November 2022 on a delivery versus payment basis by delivery of existing and

unencumbered shares in the Company that are already listed on the Oslo Stock

Exchange pursuant to a share lending agreement entered into between the Company,

Canica Invest, SIBA Invest and the Managers (the "Share Lending Agreement").

The remaining 51,389,780 Offer Shares have been allocated with 31,050,800 to

Canica Invest and 20,338,980 to SIBA Invest with settlement to take place in

Tranche 1 and Tranche 2 according to the below.

The board of directors of the Company (the "Board") has based on an

authorisation to increase the share capital of the Company granted by the

extraordinary general meeting of the Company on 16 March 2022 resolved to issue

27,500,000 new shares (the "Board Authorised New Shares") for settlement in

Tranche 1. 11,083,522 of the Board Authorised New Shares will be subscribed and

paid for by Canica Invest and 6,258 by SIBA Invest to settle the Offer Shares

allocated to them in Tranche 1. The remaining 16,410,220 Board Authorised New

Shares will be subscribed for by the Managers and, once issued, delivered to

Canica Invest as settlement of shares borrowed from Canica Invest under the

Share Lending Agreement.

To (i) settle the 19,967,278 and 20,332,722 Offer Shares allocated to Canica

Invest and SIBA Invest, respectively, in Tranche 2 of the Private Placement, the

Board has resolved to call for an extraordinary general meeting of the Company

(the "EGM") to be held on or about 8 December 2022. The notice to the EGM will

be published in a separate stock exchange announcement.

Should the EGM fail to resolve the issuance of the 40,300,000 new shares (the

"EGM New Shares"), the Company will be unable to settle Tranche 2 of the Private

Placement and will consequently not fulfill the condition precedent for the New

Facilities.

Primary insiders subscribed for and were allocated 452,211 Offer Shares in the

Private Placement. Detailed information on the trades will be disclosed

separately.

Completion of Tranche 1 will not be conditional upon or otherwise affected by

the completion of Tranche 2, and the applicants' acquisition of Offer Shares in

Tranche 1 will remain final and binding and cannot be revoked, cancelled or

terminated by the respective applicants if Tranche 2, for whatever reason, is

not completed. Canica Invest and SIBA Invest have undertaken to vote in favour

of Tranche 2 at the EGM and investors that are allocated shares in the Private

Placement have in the application agreement undertaken to vote in favour of

Tranche 2 at the EGM for all their shares in the Company.

Following registration of the new share capital pertaining to issuance of the

Board Authorised New Shares, the Company will have a share capital of NOK

53,999,031.60 divided into 134,997,579 shares, each with a nominal value of NOK

0.40. Following approval and registration of the EGM Shares, the Company will

have a share capital of NOK 70,119,031.60 divided into 175,297,579 shares, each

with a nominal value of NOK 0.40.

The Board has considered the offering of new shares in Company through the

Private Placement in light of the rules on equal treatment under Oslo Rule Book

II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's

Guidelines on the rule of equal treatment, and the Board is of the opinion that

the contemplated transaction is in compliance with these requirements and

guidelines. The share issuance will be carried out as a directed share issue to

complete a transaction in an efficient manner, which also facilitates an

efficient handling of the refinancing plan for the Company's debt. On this

basis, and based on an assessment of the current equity markets, the Company's

Board has considered the Private Placement to be in the common interest of the

Company and its shareholders.

The Company has, subject to completion of the Private Placement, and certain

other conditions, resolved to carry out a subsequent offering of up to 3,390,000

new shares at the Offer Price (the "Subsequent Offering") which, subject to

applicable securities law, which will be directed towards existing eligible

shareholders in the Company as of 15 November 2022 (as registered in the CSD two

trading days thereafter) (the "Record Date") who (i) were not allocated Offer

Shares in the Private Placement and (ii) are not resident in a jurisdiction

where such offering would be unlawful or, would (in jurisdictions other than

Norway and any other jurisdiction(s) decided by the board of directors) require

a prospectus, registration document or similar action (the "Eligible

Shareholders"). The Subsequent Offering will be subject to approval by the an

extraordinary general meeting of shareholders, whereas the Eligible Shareholders

will receive non-tradeable subscription rights based on their registered

shareholdings as at the Record Date. Completion of the Subsequent Offering will

be subject to (i) completion of the Private Placement, (ii) relevant corporate

resolutions, including the EGM, (iii) the trading price of the Company's shares

exceeding the Subscription Price and (iv) the publication of a prospectus (the

"Prospectus") by the Company that is approved by the Financial Supervisory

Authority of Norway (the "NFSA"). The subscription period for any Subsequent

Offering (if made) is expected to commence early Q1 2023, subject to e.g.

approval and publication of the Prospectus.

Board Authorised New Shares representing 20% of the current share capital

(21,499,515 Board Authorised New Shares) will be issued on the listed ISIN and

tradeable on the Oslo Stock Exchange from issuance. The remaining Board

Authorised New Shares and the EGM New Shares will be issued on a temporary ISIN,

and will subsequently be transferred to the listed ISIN and tradeable on the

Oslo Stock Exchange following publication of a listing prospectus. The Company

will thus prepare a prospectus in order to list the mentioned shares, as well as

to offer new shares and list new shares in the potential Subsequent Offering.

Publication of the prospectus is subject to approval by the Financial

Supervisory Authority of Norway (Nw. Finanstilsynet). The prospectus to be

prepared by the Company is expected to be approved and published early January

Advokatfirmaet Thommessen AS is acting as the Company's legal advisor in

connection with the Private Placement.

For more information, please contact:

Kristin Hovland, Head of Communication

Kristin.Hovland@komplett.com

Krister A. Pedersen, CFO

Krister.Pedersen@komplett.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) Article 7 and is subject to the disclosure

requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Elise Heidenreich, Investor

Relations adviser, at the date and time as set out above.

IMPORTANT NOTICE:

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,

fairness or completeness. None of the Managers or any of their respective

affiliates or any of their respective directors, officers, employees, advisors

or agents accepts any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether any information

has been omitted from the announcement) or any other information relating to the

Company, its subsidiaries or 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 announcement or its contents or

otherwise arising in connection therewith. This announcement has been prepared

by and is the sole responsibility of the Company.

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, Japan, Hong Kong, South Africa 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 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.

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement 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 with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by

means of a set of subscription materials provided to potential investors.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

subscription material.

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).

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are "qualified investors" within the meaning of the

EU Prospectus Regulation as it forms part of English law by virtue of the

European Union (Withdrawal) Act 2018 and that are (i) 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) high net

worth entities, and other persons to whom this announcement may lawfully be

communicated, falling within Article 49(2)(a) to (d) of the Order (all such

persons together being referred to as "relevant persons"). This communication

must not be acted on or relied on by persons who are not relevant persons. Any

investment or investment activity to which this communication 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 announcement is made by, and is the responsibility of, the Company. The

Managers and their respective affiliates are acting exclusively for the Company

and no-one else in connection with the Private Placement. They will not regard

any other person as their respective clients in relation to the Private

Placement and will not be responsible to anyone other than the Company, for

providing the protections afforded to their respective clients, nor for

providing advice in relation to the Private Placement, the contents of this

announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their

respective affiliates, acting as investors for their own accounts, may subscribe

for or purchase shares and in that capacity may retain, purchase, sell, offer to

sell or otherwise deal for their own accounts in such shares and other

securities of the Company or related investments in connection with the Private

Placement or otherwise. Accordingly, references in any subscription materials to

the shares being issued, offered, subscribed, acquired, placed or otherwise

dealt in should be read as including any issue or offer to, or subscription,

acquisition, placing or dealing by, such Managers and any of their respective

affiliates acting as investors for their own accounts. The Managers do not

intend to disclose the extent of any such investment or transactions otherwise

than in accordance with any legal or regulatory obligations 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 "believe", "aim", "expect",

"anticipate", "intend", "estimate", "will", "may", "continue", "should" 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. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance. The Company, each of the Managers and their

respective affiliates expressly disclaims any obligation or undertaking to

update, review or revise any forward-looking statement contained in this

announcement whether as a result of new information, future developments or

otherwise. The information, opinions and forward-looking statements contained in

this announcement speak only as at its date and are subject to change without

notice.