Saga Pure — Capital/Financing Update 2021

Feb 26, 2021

SUMMARY PROSPECTUS

Saga Pure ASA

(a public limited liability company incorporated under the laws of Norway)

Transfer of listing of shares in Saga Pure ASA from Euronext Expand to Oslo Børs

The information in this prospectus summary (the "Prospectus Summary") relates to the transfer of listing of 478,878,423 shares (the "Shares") in Saga Pure ASA ("Saga Pure" or the "Company") from listing on Euronext Expand to Oslo Børs (the "Transfer of Listing").

No offering of Shares will be completed in connection with the Transfer of Listing. The first day of trading in the Shares on Oslo Børs will be 1 March 2021. The Shares will be listed on Oslo Børs under the Company's current ticker code "SAGA".

Investing in the Company's Shares involves risks. See Section 3.2.3 "What are the key risks specific to the issuer?" and Section 3.3.3 "What are the key risks that are specific to the securities?" for a summary of applicable risk factors.

This Prospectus Summary serves as a transfer of listing document only as required under Norwegian law and regulations, including Article 1 (5) (j) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act.

The Prospectus Summary does not in any jurisdiction constitute an offer to buy, subscribe for or sell any of the securities described herein, and no securities are being offered or sold pursuant to this Prospectus Summary. The Prospectus Summary is not intended to form the basis for any investment decisions.

1 INTRODUCTION

The information contained in this Prospectus Summary relates to the Transfer of Listing of 478,878,423 Shares in the Company, each with a par value of NOK 0.01, together being all the currently issued and outstanding Shares of the Company.

The Company's application for the Transfer of Listing was approved by the board of directors of Oslo Børs ASA in its meeting on 24 February 2021. It is expected that the last day of listing on Euronext Expand will be on 26 February 2021, and the first day of listing on Oslo Børs will be on 1 March 2021. No offering or other sale of Shares will be completed in connection with the Transfer of Listing.

The Shares will be listed on Oslo Børs under the Company's current ticker code "SAGA". All Shares are registered in the Norwegian Central Securities Depository (the "VPS"), in book-entry form, and all Shares rank pari passu and carry one vote each.

This Prospectus Summary has been prepared in reliance upon Article 1 (5) (j) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act.

This Prospectus Summary is not a prospectus, and contains considerably less information than a prospectus. The Prospectus Summary has not been reviewed and approved by the Financial Supervisory Authority of Norway (Finanstilsynet).

Financial information published by the Company in accordance with the continuing obligations of companies listed on Oslo Axess and Oslo Børs may be found at www.newsweb.no and www.saga-pure.com. The latest prospectus prepared by the Company, dated 11 January 2021, is available at www.fearnleysecurities.com.

The Prospectus Summary has been prepared solely in the English language.

The Prospectus Summary does not constitute and shall not imply in any jurisdiction an offer to buy, subscribe or sell any of the securities described herein, and the information in the Summary is not intended to form the basis for any investment decisions. The Prospectus Summary serves as a summary only as required by Norwegian law and regulations, and no securities are being offered or sold pursuant to it. This Summary speaks as of 26 February 2021, and the Company assumes no obligation to update it unless required by law.

Any reproduction or redistribution of the Prospectus Summary, in whole or in part, is prohibited.

Investing in the Company involves inherent risks. Please refer to Section 3.2.3 "What are the key risks specific to the issuer?" and Section 3.3.3 "What are the key risks that are specific to the securities?" for a description of certain material risk factors.

The Summary shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo District Court as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Summary.

2 RESPONSIBILITY FOR THE PROSPECTUS SUMMARY

This Prospectus Summary has been prepared for the purposes of carrying out the Transfer of Listing. The Board of Directors of Saga Pure ASA accepts responsibility for the information contained in this Prospectus Summary. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus Summary is, to the best of their knowledge, in accordance with the facts and contains no omissions likely to affect its import.

26 February 2021

The Board of Directors of Saga Pure ASA

Martin Nes Chairman

Yvonne Sandvold Litsheim Director

Øystein Stray Spetalen Director

Christine Spiten Director

3 SUMMARY

3.1 Introduction and warnings

3.1.1 Warnings

This summary contains all the sections required by the EU Prospectus Regulation to be included in a summary for a Prospectus Summary regarding this type of securities and issuer. An investment in the Company's Shares involves inherent risk and an investor investing in the securities could lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus Summary is brought before a court, the plaintiff investor might under the applicable national legislation of a Member State, have to bear the costs of translating the Prospectus Summary before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the Prospectus Summary including any translation thereof, and applied for its notification, but only if the Prospectus Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

The Prospectus Summary does not in any jurisdiction constitute an offer to buy, subscribe for or sell any of the securities described herein, and no securities are being offered or sold pursuant to this Prospectus Summary. The Prospectus Summary is not intended to form the basis for any investment decisions.

3.1.2 Overview of the issuer, its securities and the competent authority having approved this Prospectus

Name of securities ISIN Issuer Issuer's office address	Saga Pure (ticker: Saga) NO 001 0572589 Saga Pure ASA c/o Ferncliff TIH AS, Sjølyst Plass 2, 0278 Oslo, Norway.
Issuer's postal address	c/o Ferncliff TIH AS, Sjølyst Plass 2, 0278 Oslo, Norway.
Issuer's LEI (Legal Entity Identifier)	5967007LIEEXZXG0Z404
Issuer's phone number	+47 92 43 14 17
Issuer's e-mail	espen@ferncliff.no
Issuer's website	www.saga-pure.com Note that the information on the website does not form part of the Prospectus unless that information is incorporated by reference into this Prospectus.
The competent authority approving the Prospectus Summary Visiting address, competent authority Postal address, competent authority E-mail, competent authority Date of approval of this Prospectus Summary	N/A N/A N/A Post@finanstilsynet.no N/A, no approval by any competent authority is required for this Prospectus Summary.

3.2 Key information on Saga Pure

3.2.1 Who is the issuer of the securities?

Corporate information

Saga Pure ASA is a Norwegian public limited liability company organized and existing under the laws of Norway pursuant to the Norwegian Public Limited Liability Companies Act. The Company was incorporated on 24 March 2010 under the name "Saga Tankers", and its registration number with the Norwegian Register of Business Enterprises is 995 359 774. On 10 November 2020, the general meeting of the Company resolved to change the name of the Company to "Saga Pure". The Company is an operational company and does currently not have any subsidiaries.

Principal activities

The business activity of the Company is investment and management with a main focus on renewable energy investments. During 2020, as announced on 19 October 2020, the Board resolved to focus the business towards renewable energy investments, an area in which it has extensive experience from developing companies. The Company has a strategy of working actively with its investments in both listed and private entities with a significant value creation potential, with a broad network giving access to deal flow, resources and capabilities.

As of the date of this Prospectus, the main investments of the Company are a holding of approximately 5.2% of the outstanding shares of Vistin Pharma ASA, a holding of 21.4% of the outstanding shares in Bergen Carbon Solutions AS, a holding of 11.6% of the outstanding shares in Horisont Energi AS and a holding of 3.9% of the outstanding shares in Pryme B.V.

Major shareholders

As of the date of this Prospectus, the following shareholders own or control more than 5 % of the issued share capital in the Company:

Øystein Stray Spetalen, holding 201,391,799 Shares (personally and through controlled company Tycoon Industrier AS), corresponding to 42.05% of the outstanding votes and Shares.

In so far as is known to the Company, no person or entity, directly or indirectly, jointly or severally, may exercise or could exercise control over the Company. The Company is not aware of any agreements or similar understandings that the operation of which may at a subsequent date result in a change of control in the Company.

Executive management

The executive management of the Company consists of three individuals as set out in the table below:

Name	Position
Bjørn Simonsen	Chief Executive Officer
Espen Lundaas	Chief Financial Officer
Tore Jakob Berg	Chief Accounting Officer

Statutory auditor

The Company's auditor is Ernst & Young AS (EY), with business registration number 976 389 387 and registered address at Dronning Eufemias gate 6, 0191 Oslo.

3.2.2 What is the key financial information regarding the issuer?

Selected consolidated statement of comprehensive income

		Six months ended 30 June		Three months ended 31 December	Year ended
(NOK	2020	2019	2020	2019	2020	2019
1,000)	(unaudited)	(unaudited)	(unaudited)	(unaudited - restated)	(unaudited)	(audited restated)
Gross
income	10,340	27,833	224,976	45,956	174,476	57,666

Operating profit/
loss Net	-50,092	16,280	213,071	41,287	155,147	45,652
profit/loss Basic earnings per Share	-50,534	15,826	232,644	41,484	178,962	50,326
(NOK)	-0.20	0.05	0.71	0.16	0.63	0.18

Selected consolidated statement of financial position

	As at 30 June		As at 31 December
(NOK 1,000)	2020 2019		2020	2019
	(unaudited)	(unaudited)	(unaudited)	(audited - restated)
Total assets	358,038	437,567	782,963	437,567
Total equity	293,883	371,032	772,365	371,032
Total liabilities	64,155	66,535	10,598	66,535
Total equity and
liabilities	358,038	437,567	782,963	437,567

Selected consolidated statement of cash flow

	Six months ended 30 June		Year ended
(NOK 1,000)	2020 2019		2020	2019
	(unaudited)	(unaudited)	(unaudited)	(audited - restated)
Net cash -
operating activities	153	-425	-6,196	-4,429
Net cash- investing
activities	57,819	-16,360	153,789	-44,638
Net cash- financing
activities	29,376	-55,620	155,831	-6,553

3.2.3 What are the key risks specific to the issuer?

• The Company is subject to general investment risks, including that the value of the Company's investments will fluctuate in line with the underlying share price development of its current investments in Vistin Pharma ASA, Everfuel A/S, Horisont Energi AS and Pryme B.V. The minority shareholdings of Saga Pure in these companies imply that Saga Pure only has a limited degree of control over these investments.
• Changes in key personnel and investment philosophy may affect the Company's investments. The Company and its shareholders are thus exposed to the risk of key personnel resigning from the Company and/or that the Board determines that the Company shall change its investment philosophy, investment process and risk management procedures.
• Suitable investments may not be available at favourable terms, or at all, and the Company may fail in pursuing suitable investments.
• The Company is subject to risk relating to a lack of diversification of its investments. The Company may only participate in a limited number of investments. This implies that returns might be adversely affected by the poor performance of even a single investment and the performance of the markets that the Company's investments operate in.
• The Company may require additional capital in the future to take advantage of various opportunities that may be presented to it or due to unforeseen liabilities. There can be no assurance that the Company will be able to obtain necessary funding in a timely manner and on acceptable terms, and any debt financing raised may include covenants or other provisions that restrict the Company's possibility to pursue new investments or to participate in share issues or similar in its current investments to avoid dilution of its holdings.

3.3 Key information of the securities

3.3.1 What are the main features of the securities?

The securities' type, class and ISIN.............. The Shares of the Company have been created under the Norwegian Public Limited Liability Companies Act and are registered in book-entry form with the VPS under ISIN NO 001 0572589.

The securities' currency, The Shares are issued in NOK.

denomination, par value, the number of securities issued and the term of the securities . As of the date of this Prospectus, the Company's share capital is NOK 4,788,784.23, divided into 478,878,423 Shares, with each Share having a par value of NOK 0.01.

• The rights attached to the securities.............. The Company has one class of Shares and each Share carries one vote. All the Shares are validly issued and fully paid. All shareholders have equal voting rights in the Company. Pursuant to the Norwegian Public Limited Liability Companies Act, the Shares have equal rights to the Company's profits, in the event of liquidation and to receive dividend, unless all the shareholders agree otherwise. In the event of insolvency, the Shares will be subordinated all debt.
• Restrictions on transferability............. Neither the Norwegian Public Limited Liability Companies Act nor the Articles of Associations provide for any restrictions on the transfer of Shares or a right of first refusal for the Company or its shareholders. Share transfers are not subject to approval by the Board of Directors. The transferability of the Shares may, however, be restricted in certain jurisdictions, and each investor in the Company should inform themselves about and observe such restrictions.
• Dividend policy........... It is the Company's goal to give shareholders a competitive return on invested capital over time. This return will be achieved primarily through increase in share price and dividends.
• 3.3.2 Where will the securities be traded?

The Shares are listed and tradable on Euronext Expand, under ticker "SAGA". The Board of Directors of Oslo Børs ASA approved the Transfer of Listing of the Shares on 24 February 2021, and the first day of trading on Oslo Børs is expected to be 1 March 2021. The Shares of the Company will trade on the Oslo Børs under the Company's current ticker, "SAGA".

The Company has not applied for admission to trading of the Shares on any other stock exchange or regulated market.

3.3.3 What are the key risks that are specific to the securities?

A brief summary of the key risks that are specific to the Shares are set out below:

• Shareholders not participating in future offerings of Shares or other equity investments will be diluted. As the Company does not currently hold any revenue generating assets, there is a risk that the Company may be required to raise additional equity in the future. Such equity raise may not be directed towards all shareholders.

3.4 Key information on the offer of securities to the public and the admission to trading on a regulated market

3.4.1 Under which conditions and timetable can I invest in this security?

Not applicable, no securities are being offered or sold pursuant to this Prospectus Summary.

3.4.2 Why is this Prospectus being produced?

This Prospectus Summary has been produced to carry out the Transfer of Listing.

Use and estimated net proceeds

Not applicable, no securities are being offered or sold pursuant to this Prospectus Summary.

Underwriting agreements

Not applicable, no securities are being offered or sold pursuant to this Prospectus Summary and consequently no underwriting agreements have been entered into in connection with the Transfer of Lis.

Material conflicts

The Company is not known with any interest, including conflicting ones, or natural and legal persons involved in the Transfer of Listing.

4 DEFINITIONS AND GLOSSARY

Defined term	Meaning
Company	Saga Pure ASA.
Prospectus Summary	Means this summary prospectus, dated 26 February 2021.
Saga Pure	Saga Pure ASA.
Share(s)	The existing outstanding shares of the Company.
Transfer of Listing	The transfer of listing of the Company's Shares from listing on Euronext
	Expand to Oslo Børs.
VPS	The Norwegian Central Securities Depository.