Saga Pure — M&A Activity 2025

Apr 9, 2025

Saga Pure ASA - Mandatory offer - update on offer price

Saga Pure ASA - Mandatory offer - update on offer price

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

INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN

WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Reference is made to the announcement on 9 March 2025 regarding the commencement

of the acceptance period for the mandatory offer by Tycoon Industrier AS

("Tycoon" or the "Offeror") for all remaining shares in Saga Pure ASA ("Saga" or

the "Company") (the "Mandatory Offer"). Reference is further made to the

announcement from the Norwegian Financial Supervisory Authority on 9 April 2025

regarding the offer price in the Mandatory Offer.

The Offeror has received queries whether the offer price of NOK 1.2822 reflects

the highest price paid or agreed to be paid by the Offeror in the six-month

period prior to the acquisition that triggered the requirement to make the

Mandatory Offer. Following further clarifications, the Offeror has now been

informed that amongst the 7,381,973 shares acquired by the Offeror on 6 November

2024, the Offeror paid a maximum price of NOK 1.33 per share for certain of the

shares acquired on that date.

The offer price in the Mandatory Offer will thus be increased from NOK 1.2822

per share to NOK 1.33 per share. Tycoon is in dialogue with the Norwegian

Financial Supervisory Authority regarding implementation of this amendment to

the Mandatory Offer. Further information will follow in due course.

For further information, please contact:

Espen Lundaas, CEO, +47 924 31 417

Tore Jakob Berg, CFO, +47 934 80 202

IMPORTANT NOTICE

The Offer and the distribution of this announcement and other information in

connection with the Offer may be restricted by law in certain jurisdictions. The

Offer Document and related acceptance forms are not and may not be distributed,

forwarded or transmitted into or within any jurisdiction where prohibited by

applicable law, including, without limitation, Canada, Australia and Japan. The

Offeror does not assume any responsibility in the event there is a violation by

any person of such restrictions. Persons in the United States should review

"Notice to U.S. Holders" below. Persons into whose possession this announcement

or such other information should come are required to inform themselves about

and to observe any such restrictions.

This announcement is for information purposes only and is not a tender offer

document and, as such, is not intended to and does not constitute or form any

part of an offer or the solicitation of an offer to purchase, otherwise acquire,

subscribe for, sell or otherwise dispose of any securities, or the solicitation

of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.

Investors may accept the Offer only on the basis of the information provided in

the Offer Document. Offers will not be made directly or indirectly in any

jurisdiction where either an offer or participation therein is prohibited by

applicable law or where any tender offer document or registration or other

requirements would apply in addition to those undertaken in Norway.

Shareholders of Saga must rely upon their own examination of the Offer Document.

Each shareholder should study the Offer Document carefully in order to be able

to make an informed and balanced assessment of the Offer and the information

that is discussed and described therein. Shareholders should not construe the

contents of this announcement as legal, tax or accounting advice, or as

information necessarily applicable to each shareholder. Each shareholder should

seek independent advice from its own financial and legal advisors prior to

making a decision to accept the Offer.

NOTICE TO U.S. HOLDERS

U.S. Holders (as defined below) are advised that the Shares are not listed on a

U.S. securities exchange and that the Company is not subject to the periodic

reporting requirements of the U.S. Securities Exchange Act of 1934, as amended

(the "U.S. Exchange Act"), and is not required to, and does not, file any

reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Offer will be made to holders of Shares resident in the United States ("U.S.

Holders") on the same terms and conditions as those made to all other holders of

Shares of the Company to whom an offer is made. Any information documents,

including the Offer Document, will be disseminated to U.S. Holders on a basis

comparable to the method that such documents are provided to the Company's other

Shareholders to whom an offer is made. The Offer will be made by the Offeror and

no one else.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the

Offeror and its affiliates or brokers (acting as agents for the Offeror or its

affiliates, as applicable) may from time to time, and other than pursuant to the

Offer, directly or indirectly, purchase or arrange to purchase, Shares or any

securities that are convertible into, exchangeable for or exercisable for such

shares outside the United States during the period in which the Offer remains

open for acceptance, so long as those acquisitions or arrangements comply with

applicable Norwegian law and practice and the provisions of such exemption. To

the extent information about such purchases or arrangements to purchase is made

public in Norway, such information will be disclosed by means of an English

language press release via an electronically operated information distribution

system in the United States or other means reasonably calculated to inform U.S.

Holders of such information. In addition, the Receiving Agent may also engage in

ordinary course trading activities in securities of the Company, which may

include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other

jurisdiction in the United States has approved or disapproved the Offer or

reviewed it for its fairness, nor have the contents of the Offer Document or any

other documentation relating to the Offer been reviewed for accuracy,

completeness or fairness by the SEC or any securities supervisory authority in

the United States. Any representation to the contrary is a criminal offence in

the United States.

This information is subject to the disclosure requirements pursuant to Section 5

-12 the Norwegian Securities Trading Act