Norconsult — Share Issue/Capital Change 2023

Dec 7, 2023

Norconsult ASA: IPO - End of stabilisation and partial exercise of over-allotment option

Norconsult ASA: IPO - End of stabilisation and partial exercise of over-allotment option

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

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, HONG

KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS

ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED

HEREIN.

Sandvika, 7 December 2023: Reference is made to the stock exchange announcement

issued on 10 November 2023 regarding potential stabilisation activities in

respect of the shares in Norconsult ASA (the "Company"; ticker symbol: "NORCO")

in connection with the successful completion of the initial public offering of

shares in the Company (the "Offering").

The Company has received notification that Carnegie AS (the "Stabilisation

Manager"), acting as stabilisation manager in connection with the Offering on

behalf the Managers (as defined below), has discontinued stabilisation

activities in the shares of the Company and that stabilisation was undertaken in

relation to the shares in the Company with a total of 11,137,035 shares

purchased as part of the stabilisation. The shares were purchased at an average

price of NOK 18.9183 and stabilisation activities last occurred on 4 December

2023. For each of the dates of which stabilisation transactions were carried

out, information regarding the price range is found in the attached full

version.

The Stabilisation Manger will redeliver the 11,137,035 shares purchased through

stabilisation transactions to the Company in accordance with the terms in a

share lending agreement between the parties.

The Stabilisation Manager, on behalf of the Managers (as defined below), has in

part exercised its option to purchase 3,132,009 shares in the Company at the

offer price of NOK 19 per share, equal to the final offer price in the Offering.

Following this, the Company currently holds 17,196,115 treasury shares,

corresponding to 5.5% of the total outstanding shares in the Company.

ADVISORS

Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting jointly as joint

global coordinators and joint bookrunners (collectively, the "Joint Global

Coordinators"). Nordea Bank Abp, filial i Norge, and Skandinaviska Enskilda

Banken AB (publ), Oslo branch, are acting as joint bookrunners together with the

Joint Global Coordinators (collectively, the "Managers").

Advokatfirmaet BAHR AS is acting as legal advisor to the Company. Advokatfirmaet

Wiersholm AS is acting as legal advisor to the Managers.

For further queries, please contact:

Investors: Dag Fladby, CFO, IR@norconsult.com

Media: Henrik Charlesen, Senior Communication Advisor,

henrik.charlesen@norconsult.com

ABOUT NORCONSULT ASA

Norconsult is a leading pan-Nordic interdisciplinary consulting firm combining

engineering, architecture and digital expertise across projects of all sizes,

for private and public customers in infrastructure, energy and industry,

buildings and architecture. Through innovation and creativity, and with our

purpose «Every day we improve everyday life», we are constantly seeking more

sustainable and efficient solutions which are beneficial to society.

Headquartered in Sandvika, Norway, Norconsult's delivery model is centered

around knowledge hubs and local presence through approximately 6,000 employees

across more than 130 offices in Norway, Sweden, Denmark, Iceland, Poland and

Finland. (Figures as of 30.06.2023)

***

IMPORTANT INFORMATION

This announcement is for informational purposes only and does not contain or

constitute an offer of, or the solicitation of an offer to buy or subscribe for,

securities to any person in Australia, New Zealand, Canada, Japan or the United

States, including its territories and possessions, any state of the United

States and the District of Columbia (the "United States") or to any person to

whom, or in any jurisdiction in which, such offer or solicitation is unlawful.

The securities referred to herein may not be offered, subscribed, used, pledged,

sold, resold, allotted, delivered or transferred, directly or indirectly, in or

into the United States absent registration under the U.S. Securities Act of

1933, as amended (the "U.S. Securities Act") or an exemption from, or in a

transaction not subject to, the registration requirements of the U.S. Securities

Act. The offer and sale of the securities referred to herein has not been and

will not be registered under the U.S. Securities Act or under the applicable

securities laws of Australia, New Zealand, Canada or Japan. There will be no

public offer of the securities in the United States. Subject to certain

exceptions, the securities referred to herein may not be offered or sold in

Australia, New Zealand, Canada or Japan or to, or for the account or benefit of,

any national, resident or citizen of Australia, New Zealand, Canada or Japan.

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. Accordingly, each of the Managers and the other

foregoing persons disclaim, to the fullest extent permitted by applicable law,

all and any liability, whether arising in tort or contract or that they might

otherwise be found to have in respect of this announcement and/or any such

statement. This announcement has been prepared by and is the sole responsibility

of the Company.

The Managers and their affiliates are acting exclusively for the Company and no

-one else in connection with the offering. They will not regard any other person

as their respective clients in relation to the offering 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 offering, the contents of this announcement or any transaction, arrangement

or other matter referred to herein.

In any member state of the EEA, other than Norway, Sweden, Denmark and Finland,

this communication is only address to and is only directed at persons who are

"qualified investors" within the meaning of Article 2(e) of the EU Prospectus

Regulation.

This communication does not constitute an offer of the securities referred to

herein to the public in the United Kingdom. No prospectus has been or will be

approved in the United Kingdom in respect of the securities referred to herein.

This communication is being distributed to and is directed only at persons : (A)

(i) who have professional experience in matters relating to investments falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order"), (ii) falling within Article

49(2)(a) to (d) of the Order and (iii) to whom it may otherwise lawfully be

communicated; and (B) who are "qualified investors" within the meaning of

Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it

forms part of retained EU law as defined in the European Union (Withdrawal) Act

In connection with the offering, the Managers and any of their 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 contemplated offering or otherwise.

Accordingly, references in any prospectus, if published, 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 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", "aims", "expect",

"anticipate", "intends", "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.

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

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

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.