Saga Pure — M&A Activity 2025

Apr 29, 2025

STATEMENT FROM SAGA PURE ASA IN CONNECTION WITH THE MANDATORY CASH OFFER BY TYCOON INDUSTRIER AS

This statement (the "Statement") is made by Kristin Hellebust (the "Board Representative") on behalf of Saga Pure ASA ("Saga Pure" or the "Company") in accordance with Section 6-16 of the Norwegian Securities Trading Act in connection with the unconditional mandatory cash offer (the "Offer") from Tycoon Industrier AS ("Tycoon" or the "Offeror") to acquire all of the outstanding shares in Saga Pure not already owned by the Offeror, for a cash consideration of NOK 1.33 per share (the "Offer Price"), pursuant to the terms set forth in the offer document prepared by the Offeror and dated 10 April 2025 (the "Offer Document").

Neither Martin Nes, Chairman of the Board of Directors of Saga Pure (the "Board") and CEO of Tycoon, nor Øystein Stray Spetalen ("Spetalen"), Board member of Saga Pure and Chairman and sole owner of Tycoon, has participated in the assessment of the Offer nor in the issue of this Statement. In addition to the roles held by Spetalen as described above, Spetalen is the controlling shareholder of Saga Pure, with a shareholding in Saga Pure of approximately 50.69% of the outstanding shares and votes (held both personally and through Tycoon) prior to completion of the Offer.

The Norwegian Financial Supervisory Authority (the "NFSA") has, in its capacity as take-over authority of Norway, pursuant to Section 6-16 (4) of the Norwegian Securities Trading Act decided that this Statement may be issued by the Board Representative on behalf of the Company.

Background for the Offer

On 6 March 2025, Tycoon acquired 5,000,000 Shares in the Company at an average price per Share of NOK 1.2563. For the purposes of the Offer, Tycoon is a related party to Spetalen, the largest shareholder of the Company, as Spetalen is the indirect sole owner of Tycoon (through Ferncliff TIH AS), cf. the Norwegian Securities Trading Act section 2-5 (1) nr. 4.

Through the acquisition of 5,000,000 Shares, Tycoon and Spetalen together held Shares that triggered an obligation for Tycoon to make the mandatory Offer for the remaining Shares in the Company under the Norwegian Securities Trading Act chapter 6 as the Offeror and Spetalen (on a consolidated basis) exceeded a holding of more than 50% of the Shares and voting rights in Saga Pure. The acquisition triggered a repeated mandatory Offer obligation for Tycoon, cf. the Norwegian Securities Trading Act section 6-6 (1). Other than Spetalen, there are no consolidated parties of Tycoon under the Norwegian Securities Trading Act that holds Shares in Saga Pure.

In the six months prior to 6 March 2025, the highest price per Share paid or agreed to be paid by Tycoon and Spetalen was NOK 1.33 per share. This price per Share was agreed to be paid on 6 November 2024. At this date, Tycoon acquired 7,381,973 Shares in Saga, at an average price of NOK 1.2822 per Share, but the highest price per Share paid being NOK 1.33. The Offer Price in the Offer is therefore NOK 1.33, in accordance with the Norwegian Securities Trading Act section 6-10 (4).

Pursuant to the Offer Document, Tycoon decided to acquire Shares in Saga Pure due to the Offeror's view that the Shares are traded at a discount compared to underlying values and therefore represents an attractive investment. The Offeror considers that the net asset value per Saga Pure Share 31 December 2024 was NOK 1.79 per Share, while the Offer Price is NOK 1.33 per Share.

As follows from the Offer Document, and as described therein, there had been no formal contact between the Offeror and management or governing bodies of Saga Pure prior to or after the obligation to make the Offer being triggered.

The complete terms of the Offer are set out in the Offer Document prepared by the Offeror and dated 10 April 2025. The Offer Document has been distributed to all shareholders whose addresses appear in the Company's share register in the Euronext VPS as of 9 April 2025, except to shareholders residing in jurisdictions where the Offer Document may not be lawfully distributed.

Details of the Offer

Below is a short summary of the Offer based on the information in the Offer Document. Detailed information about the Offer is set out in the Offer Document and shareholders are urged to familiarize themselves with the Offer Document prior to making a decision on whether to accept the Offer or not.

Offer Price	The Offer Price is NOK 1.33 per Saga Pure Share, payable in cash. The Offer Price represents a premium of:
	• 9.0% to the closing price of NOK 1.22 on 5 March 2025, i.e. the last day before the mandatory Offer obligation was triggered; • 8.1% to the volume weighted average price of NOK 1.23 over the three months preceding the date the mandatory Offer obligation was triggered; and • 5.6% to the volume weighted average price of NOK 1.26 over the six months preceding the date the mandatory Offer obligation was triggered.
Acceptance period and settlement	The acceptance period for the Offer commenced on 11 April 2025 and expires on 9 May 2025 at 16.30 (CEST). Subject to approval by the NFSA, the Offeror may in its sole discretion extend the Offer Period (one or more times) by up to an aggregate total Offer Period of six weeks.
	According to the Offer Document, settlement according to the Offer will be made in cash in NOK as soon as reasonably possible, and no later than two (2) weeks after the expiry of the Offer Period. Consequently, the latest date on which settlement of the Offer will be made is 23 May 2025 if the Offer Period is not extended, and 6 June 2025 if the Offer Period is extended to an aggregate of six (6) weeks.
	Each shareholder should note that an acceptance of the Offer will be irrevocable. Acceptances cannot be withdrawn by the shareholder once the acceptance has been received by the receiving agent for the Offer.
Conditions	The Offer is not subject to any conditions.
Financing	Pursuant to the Offer Document, The Offeror has access to sufficient funds, through equity and debt commitments, to enable the Offeror to pay the consideration due to the Shareholders upon completion of the Offer.

Further, the Offeror has, in accordance with Section 6-10 (7) of the Norwegian Securities Trading Act, provided a bank guarantee, issued by DNB Bank ASA, for the settlement of shares acquired pursuant to the Offer. An executed copy of the bank guarantee is attached as Appendix 2 to the Offer Document.

Implications of the Offer

The Offer will result in the Offeror becoming the owner of all shares validly tendered under the Offer.

The Offeror, together with Spetalen, already holds a significant portion of the shares and votes in the Company, implying that Tycoon and Spetalen may jointly decide all matters requiring a simple majority at general meetings of the Company and veto decisions that require a qualified majority at general meetings. If the Offer is closed with the Offeror and Spetalen's ownership of Shares constituting 2/3 or more of the share capital and votes in the Company, the Offeror and Spetalen will, among other things, be able to amend the Company's articles of association, approve mergers and demergers and change the Company's capital structure. For further information on the legal implications of the Offer, please refer to the Offer Document.

Pursuant to the Offer Document, the Offeror has; (i) no current plan to reorganize Saga Pure and its group companies, and (ii) no current plan to propose a de-listing of the shares of the Company.

Employees

Pursuant to the Offer Document, the Offeror has no immediate plans to make changes to Saga Pure's workforce following the completion of the Offer nor to make changes that would have legal, economic or work-related consequences for the employees of the Group.

The Offer has been made known to the Company's employees and the undersigned Board member has not received any written statements from Saga Pure's employees whether they support the Offer or not and have therefore not taken this aspect in consideration.

Recommendation in respect of the Offer

The Board Representative has reviewed the Offer Document and evaluated factors considered material for the assessment of whether or the Offer should by accepted by the shareholders of Saga Pure, including the implications of the Offer for Saga Pure as set out above.

The Board Representative has received a fairness opinion dated 25 April 2025 from Arctic Securities AS ("Arctic"), which provides that, as of the date thereof and based upon and subject the assumptions, considerations, qualifications, factors and limitations set forth therein, the Offer is financially inadequate for the shareholders of Saga Pure. This conclusion is based on the following main factors; (i) the implied premiums in the Offer Price are below those observed in recent public transactions, and (ii) the Offer represents a significant discount to the Company's current Net Asset Value (NAV). The fairness opinion letter from Arctic is attached to this Statement.

The Board Representative concurs with the findings by Arctic mentioned above, and notes that the premium implied in the Offer Price is below the median premiums of 15-30% for recent voluntary cash offers in the Norwegian market, that the Offer Price implies a greater discount to NAV than what is typically observed for listed companies that are comparable with Saga, and that the Offer Price is at a ~25% discount to the Company's estimated NAV per share.

On the other hand, the Offer constitutes a liquidity event for the shareholders, giving an opportunity to sell shares at levels in line with the highest share price in the market during the last 12 months and at a premium to historical volume weighted average prices.

In conclusion, based on, inter alia, the above circumstances, including Arctic's assessment of the Offer from a financial point of view, it is the Board Representative's overall recommendation that shareholders do not accept the Offer. Each shareholder of the Company should however independently and carefully consider whether or not to tender its Shares into the Offer in light of the factors set out herein, such shareholder's investment outlook, as well as other relevant information, including balancing the Offer Price and any impact of potential reduced future liquidity in the shares of the Company.

The Board Representative has been informed that Øystein Stray Spetalen does not intend to accept the Offer.

Further, none of the Chairman of the Board of Directors Martin Nes, CEO of the Company Espen Lundaas, and CFO of the Company Tore Jakob Berg, all of whom hold shares in the Company, have yet concluded whether or not to accept the Offer

* * *

29th April 2025

On behalf of the Board of Directors of Saga Pure ASA

Kristin Hellebust

Saga Pure ASA Attn.: Board of Directors Sjølyst plass 2 0278 Oslo Norway

Fairness Opinion

1. Background

On 11 April 2025, Tycoon Industrier AS ("Tycoon" or the "Offeror") launched a mandatory offer (the "Mandatory Offer" or the "Offer") for all remaining shares in Saga Pure ASA ("Saga Pure" or the "Company"). Following an acquisition of 5,000,000 shares in the Company by Tycoon on 6 March 2025, the Offeror, together with its related party Øystein Stray Spetalen, exceeded an ownership of 50% of the shares and voting rights in the Company. Thus, Tycoon triggered a requirement to launch the Mandatory Offer.

The main terms of the Mandatory Offer are as follows:

• Offer price: NOK 1.33 in cash per share in Saga Pure (the "Offer Price")
• Offer period: From and including 11 April 2025 to 9 May 2025 at 16:30 CEST, subject to extension at the sole discretion of the Offeror (the "Offer Period"). The Offer Period will in no event be extended beyond 23 May 2025
• Settlement: In NOK, no later than two weeks after expiry of the Offer Period

On behalf of the Board of Directors of Saga Pure, Arctic Securities AS ("Arctic") has been engaged to evaluate the fairness of the Offer from a financial point of view.

2. Access to information and assessment of the Offer from a financial perspective

Our assessment is based on publicly available information and data provided to us by representatives of Saga Pure, which we have assumed to be reliable. Any inaccuracies or omissions in this information could materially affect our conclusions. Accordingly, we do not accept any liability for any misstatements, errors, or omissions in the information relied upon in forming this fairness opinion. Furthermore, we would like to emphasize that the financial assessment of companies involves a significant degree of uncertainty, and that different methods and approaches can, and often will, yield different results.

Our analysis has included a valuation based on historical trading of the Saga Pure share, historical public transactions, and listed comparable companies both in the Nordics and in Europe. We gathered the information and conducted the analysis we deemed necessary and relevant for our assessment of the fairness of the Offer.

29 April 2025

As the basis for our assessment, we reviewed the following information:

• Publicly available information about Saga Pure, including:
  • o Annual reports
  • o Quarterly reports and presentations
  • o Press releases
• Press releases and the offer document related to the Mandatory Offer
• Publicly available data on the price and trading volume of the Saga Pure share
• Information from financial databases, such as FactSet, Bloomberg and Mergermarket
• Most recent NAV breakdown of Saga Pure's portfolio
• Historical broker notes covering Saga Pure
• Financial reports and other publicly available information related to similar companies in Europe
• Other relevant information that Arctic deemed significant for our opinion

This opinion is provided exclusively to the Board of Directors of Saga Pure in connection with the Mandatory Offer. It is not intended to, and does not, constitute a recommendation to any shareholder regarding how to vote or act in relation to the Offer or any other related matter. We do not express any view on the future trading price of the Company's shares, nor do we provide any recommendation as to whether shareholders should accept the Offer. Each shareholder is encouraged to independently evaluate the merits of the Offer based on their own judgment and circumstances.

3. Our position, remuneration and independence

Arctic is an independent investment bank headquartered in Oslo, with offices in New York, Rio de Janeiro, Hamburg, Zurich, Stockholm, and Gothenburg. As part of our investment banking activities, we regularly conduct financial analyses of companies and their securities in relation to mergers and acquisitions, negotiated underwritings, competitive bidding processes, secondary distributions of both listed and unlisted securities, private placements, and other transactions. Additionally, we perform financial analyses and valuations for corporate, estate, and other strategic purposes.

As a full-service investment bank, we are actively engaged in securities trading, risk management, hedging, financing, and brokerage activities. Arctic may trade Saga Pure's debt and equity securities (or related derivatives) for its own account as well as on behalf of clients and may hold both long and short positions in these securities at any time.

Our equity and debt research departments operate independently from the investment banking department under strict Chinese wall arrangements. These research teams publish investment analyses and recommendations for our clients but have not been informed about our fairness opinion mandate. Consequently, during our mandate period, they may have provided clients with recommendations to buy or sell Saga Pure's securities or those of its peer companies.

As of the date of this letter, employees of Arctic hold a total of 284,000 shares in Saga Pure. None of these employees have been actively involved in, or made aware of, Arctic's fairness opinion mandate. Arctic holds no shares, bonds or any other financial instruments in the companies involved.

Arctic has entered into a mandate agreement with Saga Pure under which we will receive a fixed fee for delivering this opinion. This fee is not contingent on the conclusion of our opinion and will be payable upon its delivery.

This opinion is governed by Norwegian law, and any disputes arising in connection with it shall be subject to the jurisdiction of the Oslo City Court.

4. Our conclusion

Based on our assessment, we find that the implied premiums in the Offer Price are below those observed in recent public transactions. Additionally, the Offer represents a significant discount to the Company's estimated Net Asset Value (NAV). Given that more than 90% of the NAV consists of cash and listed investments, we believe the Offer Price should more accurately reflect the value of these underlying assets. However, we note that the offer constitutes a liquidity event for respective investors in the Saga Pure share – giving investors the opportunity to sell shares at levels in line with the highest share price in the market during the last 12 months and at a premium to historical VWAPs.

Subject to the assumptions and limitations outlined above, Arctic is therefore of the opinion that, as of this date, the Offer is financially inadequate for the shareholders of Saga Pure.

Yours sincerely, Arctic Securities AS

MANDATORY OFFER GUARANTEE

GUARANTEE NO. 00636-02-0325482

Bank guarantee in connection with the mandatory offer to purchase all of the shares in Saga Pure ASA by Tycoon Industrier AS

In connection with the mandatory offer made (the "Mandatory Offer") by Tycoon Industrier AS (business registration number 974 376 911, address registered office at Sjølyst Plass 2, 0278 Oslo, Norway) (the "Offeror") for the acquisition of 411,913,269 shares in Saga Pure ASA (business registration number 995 359 774, address c/o Ferncliff TIH AS, Sjølyst plass 2, 0278 Oslo, Norway) ("Saga Pure" or the "Company") (the " Shares") which are not already owned by the Offeror, and in accordance with the Norwegian Securities Trading Act Chapter 6 (the "Offer") and, further, based on the offering document dated 10 April 2025 (the "Offer Document") and, further again, at the request of and for the account of the Offeror, we, DNB Bank ASA organisation number 984 851 006, visiting address at Dronning Eufemias gate 30, 0191 Oslo, Norway and postal address P.O. Box 1600 Sentrum N-0021 Oslo Norway) (the "Issuing Bank"), unconditionally guarantee as for our own debt (in Norwegian: "selvskyldnergarant") the payment of NOK 1.33 per Share to the shareholders of the Company who have accepted the Offer in accordance with the terms of the Offer Document.

Our liability under this guarantee is limited to the Principal Guarantee Amount (as defined below), plus statutory default interest (currently 12.5 per cent per annum) for late payment for a period of up to four (4) weeks (the "Guarantee Period"), calculated from the date of the settlement of the Offer. To the extent that any decision to change the Norwegian default interest rate is adopted within the Guarantee Period, such changed default interest amount is covered by this guarantee.

As used herein, the term "Principal Guarantee Amount" means: NOK 547,844,648 which is equal to the maximum amount payable by the Offeror for the Shares covered by the Offer pursuant to the offer price of NOK 1.33 per Share, multiplied by the number of Shares not already owned by the Offeror.

Claims under this guarantee may be made only after the date of due payment in accordance with the terms of the Offer and must be received by us before 16:30 hours (Oslo time) on the date falling four weeks after the last settlement date for the Offer (being 23 June 2025 if the acceptance period for the Offer ends after four weeks, but may extend to 8 July 2025 if the acceptance period is extended to a total of six weeks), after which time this guarantee lapses, and shall be returned to us at the address specified below.

Claims under this guarantee must be made in writing to:

DNB Bank ASA

Postal address: P.O. Box 1600 Sentrum, N-0021 Oslo, Norway

Visiting address: Dronning Eufemias gate 30, N-0191 Oslo, Norway

Attn: Trade Finance/Guarantees

Claims under this guarantee shall be accompanied by:

(a) evidence that the claimant is the owner of the Shares relating to the acceptance and confirmation from the claimant's account manager or the Company that the Shares will be transferred to the Offeror free of any charge etc. as soon as payment has been made;

(b) a statement by the claimant that no payment has been received for the Shares relating to the acceptance; and

(c) a copy of the duly completed acceptance form.

Settlement will be made against transfer to the Offeror of the Shares in question.

Pursuant to section 6-3 (2) cf. section 6-10 of the Securities Trading Regulations of 29 June 2007 no. 876 regarding inter alia the requirements for guarantees in respect of mandatory offers, the Principal Guarantee Amount may be reduced after expiry of the acceptance period of the Offer, provided that the guarantor receives approval by the Norwegian Financial Supervisory Authority of such a reduction of the guarantee amount. This guarantee shall have a term from its issuance date and until the above stipulated deadline for making claims under the guarantee.

This guarantee shall be governed by and construed in accordance with Norwegian law.

This guarantee replaces guarantee no. 00636-02-0325482 dated 08.04.2025 which now becomes null and void.

Oslo, 10 April 2025 For DNB Bank ASA According to special authority

Selma Masic