Penneo — M&A Activity 2025

Feb 5, 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

5 February 2025

Notice of compulsory acquisition to the shareholders of Penneo A/S (CVR no. 35633766) pursuant to sections 70-72 of the Danish Companies Act

Following completion of the all-cash voluntary recommended public takeover offer published on 19 December 2024, which expired on 21 January 2025 at 23:59 (CET) (the "Offer" and the "Offer Period"), pursuant to which Visma Danmark Holding A/S ("Visma") made an offer to acquire all of the shares (excluding treasury shares) in Penneo A/S ("Penneo") at a price of DKK 16.50 per share (the "Offer Price"), Visma announced on 27 January 2025 that it had acquired 32,705,282 Penneo shares, corresponding to 91.45 per cent of the entire share capital and voting rights in Penneo.

Accordingly, as Visma now holds more than 90 per cent of the total share capital and the attaching voting rights (excluding treasury shares) in Penneo, Visma has today decided to exercise its right to initiate a compulsory acquisition of all Penneo shares (excluding treasury shares) held by remaining minority Penneo shareholders in accordance with sections 70-72 of the Danish Companies Act (the "Compulsory Acquisition").

Consequently, all remaining minority Penneo shareholders are hereby formally requested to transfer their Penneo shares to Visma within a period of 4-weeks expiring on 5 March 2025 at 23:59 (CET) (the "Compulsory Acquisition Notice Period"). After the 4-week period has expired, the transferred Penneo shares will be noted in the name of Visma in Penneo's register of shareholders in accordance with section 72(1) and (2) of the Danish Companies Act against payment as set out below.

Acquisition price

The Compulsory Acquisition of the Penneo shares will be completed at a price of DKK 16.50 for each Penneo share with a nominal value of DKK 0.02, and payment will be made in cash (the "Compulsory Acquisition Consideration"). In the event that Penneo pays dividends (declared as final or otherwise binding on Penneo) and/or otherwise makes distributions to its shareholders in general prior to completion of the Compulsory Acquisition, and provided that the Penneo shares are transferred to Visma ex-dividend (meaning without the right to receive paid or declared but unpaid dividend and/or other distributions), the price to be paid pursuant to the Compulsory Acquisition will be reduced by the amount of such dividend and/or distribution per share on a DKK-for-DKK basis at the discretion of the board of directors of Visma.

If a remaining minority Penneo shareholder disagrees with the Compulsory Acquisition Consideration, such shareholder may, pursuant to section 70(2) of the Danish Companies Act, request that the Compulsory Acquisition Consideration be determined by an expert who shall be appointed by the court at Penneo's registered office. However, since Visma exercises its right to initiate the Compulsory Acquisition within three (3) months after completion of the Offer and at the same price offered under the Offer, through which Visma acquired more than 90 per cent of the total share capital and the attaching voting rights (excluding treasury shares) in Penneo covered by the Offer, the Compulsory Acquisition Consideration will be deemed reasonable in any case, in accordance with section 70(4) of the Danish Companies Act.

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Acceptance and fees

Any Penneo shareholder electing to voluntarily transfer its Penneo shares to Visma must contact its account holding institution prior to the expiry of the Compulsory Acquisition Notice Period and request that its Penneo shares are transferred to Visma.

Acceptance of the transfer of Penneo shares may be communicated online through each Penneo shareholder's own account holding institution's web bank solution or by completing and submitting the enclosed acceptance form to the respective Penneo shareholder's account holding institution, which shall then communicate the Penneo shareholder's acceptance to:

Nordea Danmark, Filial af Nordea Bank Abp, Finland
Grønjordsvej 10
DK-2300 Copenhagen S
Denmark

Penneo shareholders having accepted to have their Penneo shares acquired during the Compulsory Acquisition Notice Period should note that the transfer of Penneo shares must be notified to the Penneo shareholder's own custodian bank or other account holding institution in due time to allow the account holding institution to process and communicate the transfer to Nordea Danmark, Filial af Nordea Bank Abp, Finland who must have received such notice of transfer prior to the expiry of the Compulsory Acquisition Notice Period on 5 March 2025 at 23:59 (CET).

The deadline for notification of acceptance to each custodian bank or other account holding institution will depend upon each of the Penneo shareholder's agreement with its custodian bank or other account holding institution and the rules and procedures of the relevant account holding institution and may be earlier than the last day of the Compulsory Acquisition Notice Period.

Settlement of the transferred Penneo shares will take place after expiry of the Compulsory Acquisition Notice Period. All Penneo shares sold to Visma pursuant this notice must be free from any and all charges, liens and other encumbrances.

Any bank fees, brokerage fees and/or other costs that may be imposed on a Penneo shareholder in connection with its sale of Penneo shares in connection with the Compulsory Acquisition are payable by the selling Penneo shareholder on an individual basis, and such fees and costs will not be paid by Visma. This will apply regardless of whether a Penneo shareholder elects to voluntarily transfer its Penneo shares to Visma prior to the expiry of the Compulsory Acquisition Notice Period.

Process of non-voluntary transfer of Penneo shares

After expiry of the Compulsory Acquisition Notice Period, Visma will compulsorily acquire against payment of the Compulsory Acquisition Consideration the Penneo shares held by any remaining minority Penneo shareholders who have not voluntarily transferred their Penneo shares to Visma prior to the expiry of the Compulsory Acquisition Notice Period (the "Squeezed-out Penneo Shareholders"). Payment of the Compulsory Acquisition Consideration will take place through Euronext Securities Copenhagen

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(VP Securities A/S), and in exchange for such payment, ownership of the Penneo shares held by the Squeezed-out Penneo Shareholders will concurrently be transferred to Visma. After the expiry of the Compulsory Acquisition Notice Period, Visma will thus be registered as the holder of all Penneo shares, and Penneo's register of shareholders will be updated to reflect that Visma is the holder of all Penneo shares.

Following expiry of the Compulsory Acquisition Notice Period, Visma will publish a statement in the Danish Business Authority's IT system informing that the Squeezed-out Penneo Shareholders may demand an expert opinion on the Compulsory Acquisition Consideration within a three (3) months' deadline from the time of publication of such statement pursuant to section 72(3) of the Danish Companies Act. This right will be forfeited at the expiry of the three (3) months' period. As also mentioned above, as Visma exercises its right to initiate the Compulsory Acquisition within three (3) months after completion of the Offer and at the same price offered under the Offer, through which Visma acquired more than 90 per cent of the total share capital and the attaching voting rights (excluding treasury shares) in Penneo covered by the Offer, the Compulsory Acquisition Consideration will be deemed reasonable in any case, in accordance with section 70(4) of the Danish Companies Act.

Versions

This notice is prepared in both a Danish and an English version. In case of any inconsistencies, the Danish version shall prevail.

DISCLAIMER

The Compulsory Acquisition is not being made, and the Penneo shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). Persons obtaining this notice and/or into whose possession this notice comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Visma nor any of its advisors accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this notice to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this notice in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this notice should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

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Statement of the board of directors of Penneo A/S on the terms of the compulsory acquisition

The board of directors (the "Board of Directors") of Penneo A/S ("Penneo") has received and reviewed the compulsory acquisition notice from Visma Danmark Holding A/S ("Visma") setting forth the terms of the compulsory acquisition of the shares held by the remaining minority shareholders of Penneo in accordance with section 70 - 72 of the Danish Companies Act (in Danish: Selskabsloven) (the "Compulsory Acquisition"). On that basis, the Board of Directors hereby makes the following statement pursuant to Section 70(2) of the Danish Companies Act:

"The Board of Directors notes that the Compulsory Acquisition is made on financial terms equal to those offered by Visma to the shareholders in Penneo in its offer to acquire all shares of Penneo, as set out in the offer document of 19 December 2024 (the "Offer"), whereby shareholders in Penneo were offered to transfer their shares in Penneo in exchange for receiving DKK 16.50 per share of a nominal value of DKK 0.02 in cash. The Board of Directors notes that Visma has informed Penneo that it has received acceptances representing more than 90 per cent of the total share capital and voting rights of Penneo, excluding treasury shares, under the Offer.

It is further noted that according to the Danish Companies Act sections 70(4), the consideration offered during the Compulsory Acquisition is deemed reasonable given that Visma has acquired at least 90 per cent of the total share capital and voting rights of Penneo covered by the Offer and the Compulsory Acquisition is made in connection with the Offer.

Reference is made to the statement of the Board of Directors on the Offer published on 19 December 2024."

Copenhagen, 5 February 2025

The board of directors of Penneo A/S

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Acceptance of the sale of shares in Penneo A/S – company registration no. (CVR) 35633766

(to be submitted to each Penneo A/S shareholder's own custodian bank for approval and processing)

Acceptance of redemption of shares in Penneo A/S is provided via the Penneo shareholder's own custodian bank in such time that the custodian bank may process and provide the acceptance to Nordea Danmark, Filial af Nordea Bank Abp, Finland, who must receive the acceptance no later than 5 March 2025 at 23:59 (CET).

The undersigned hereby declares that all shares in Penneo A/S being transferred to Visma Danmark Holding A/S, CVR no. 28854889, are free from any and all charges, liens and other encumbrances. The undersigned shall pay all brokerage fees and/or other costs arising out of its shares in Penneo A/S.

On the terms set out in the notice of compulsory acquisition published by Visma Danmark Holding A/S on 5 February 2025 regarding compulsory redemption of the minority shareholders in Penneo A/S in accordance with sections 70-72 of the Danish Companies Act, I/we hereby irrevocably instruct the transfer of the following shares each of a nominal value of DKK 0.02 against cash payment of DKK 16.50 per share:

_______ shares in Penneo A/S.

I/we hereby authorise the transfer of shares in Penneo A/S from my/our VP account with:

Custodian bank:	VP account no.:

I/we authorise the transfer of the cash proceeds from the transfer of shares in Penneo A/S to my/our account:

Name and address of bank:	The shareholder's IBAN/reg.no. and account no. (including prefixed zeros, if any)*

• For bank accounts outside Denmark or the US, please state the international bank account number ("IBAN"). For bank accounts in Denmark or the US, please state the account number.

I/we confirm that the name and address provided in the signature field below correspond to the name and address account statement of the above account.

Acceptance of applicable fees for bank transfers and/or currency exchanges

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I/we acknowledge and accept that I/we am/are liable for any fee for bank transfers and/or currency exchanges, which is imposed by the recipient bank in connection with the receipt of a transfer of the proceeds transferred to me/us from Visma Danmark Holding A/S for the shares. The proceeds from the shares will be paid out and transferred in Danish kroner and if it is transferred to a bank outside of Denmark, the amount will be exchanged by the receiving bank to the local currency of such bank at an exchange rate to be freely determined by the receiving bank. I/we acknowledge and accept that exchange rates may fluctuate, and I/we accept the risk of such fluctuations.

I/we confirm and consent to the acceptance form and the information contained herein being shared between Nordea Danmark, Filial af Nordea Bank Abp, Finland, Visma Danmark Holding A/S and my/our custodian bank.

Signature and information on the transferring Penneo shareholder:

Name
Address
Postal code and city
Country
Company registration number/ CPR-no. (Danish social security number)
Phone
Email
Date and signature

The undersigned custodian bank acknowledges to transfer the above shares in Penneo A/S to Visma Danmark Holding A/S' custodian bank:

Company registration number
CD-identification
Name
Phone

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Email
Stamp and signature:

Information to the custodian bank:

By attestation of this acceptance form, the minority shareholder's custodian bank must deliver this acceptance form to Nordea Danmark, Filial af Nordea Bank Abp, Finland no later than 5 March 2025 at 23:59 (CET).

Those who accept the compulsory acquisition may provide personal data to Nordea Danmark, Filial af Nordea Bank Abp, Finland. Personal data provided to Nordea Danmark, Filial af Nordea Bank Abp, Finland will be processed in data systems to the extent required to provide services and administer matters in Nordea Danmark, Filial af Nordea Bank Abp, Finland. Personal data obtained from a party other than the customer to whom the processing relates may also be processed. Personal data may also be processed in data systems at companies and organizations with which Nordea Danmark, Filial af Nordea Bank Abp, Finland cooperate. Information regarding the processing of personal data is provided by Nordea Danmark, Filial af Nordea Bank Abp, Finland's branch offices, which also accept requests for correction of personal data. Personal data may be obtained by Nordea Danmark, Filial af Nordea Bank Abp, Finland in connection with settlement of the compulsory acquisition in the systems of Euronext Securities Copenhagen (VP Securities A/S). For detailed information about Nordea Danmark, Filial af Nordea Bank Abp, Finland handling of personal data, see https://www.nordea.com/en/privacy-policy.