SoftwareONE Holding AG — Share Issue/Capital Change 2021

Mar 29, 2021

ØRN SOFTWARE HOLDING AS: Stabilisation and over-allotment notice

ØRN SOFTWARE HOLDING AS: Stabilisation and over-allotment notice

NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR REPUBLICATION WOULD BE UNLAWFUL.

Oslo, 29 March 2021: Reference is made to the stock exchange release by Ørn Software Holding AS (the "Company" or "Ørn Software") on 24 March 2021 regarding the Company's successful completion of a private placement (the "Offering") in connection with the admission to trading of the Company's shares (the "Shares") on Euronext Growth Oslo.

Pareto Securities AS (the "Stabilisation Manager") may, on behalf of the Managers (as defined below), engage in stabilisation activities from today (29 March 2021), to, and including, 27 April 2021 (the "Stabilisation Period"). Any stabilisation transactions will be aimed at supporting the market price of the Shares.

In connection with the Offering, the Managers have over-allotted 3,333,334 Shares (the "Additional Shares") to applicants in the Offering, equalling approximately 10% of the Shares allocated in the Offering excluding the Additional Shares. In order to permit delivery in respect of such over-allotments made, funds managed by Viking Venture AS and Breiangen AS (jointly, the "Share Lenders") have lent to the Stabilisation Manager, on behalf of the Managers, a number of Shares equal to the number of Additional Shares.

Further, the Share Lenders have granted to the Stabilisation Manager, on behalf of the Managers, an option to purchase, at a price per Share equal to the offer price in the Offering of NOK 10.50 per share (the "Offer Price"), a number of Shares equal to up to the number of Additional Shares (the "Greenshoe Option"). The Greenshoe Option may be exercised at any time and from time to time, in whole or in part, during the Stabilisation Period. The Stabilisation Manager may use the Greenshoe Option to close out short positions resulting from over-allotments made as part of the Offering and only to the extent such short positions have not been closed out by Shares acquired by the Stabilisation Manager when conducting stabilisation activities.

The Stabilisation Manager may effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares on Euronext Growth Oslo at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there can be no assurance that stabilisation activities will be undertaken. If such stabilisation activities are undertaken, they may be discontinued at any time, and will be brought to an end upon or before expiry of the Stabilisation Period.

If stabilisation activities are undertaken, the Company will publish information on the activities no later than seven trading days following such transaction(s). Further, within one week after the expiry of the Stabilisation Period, the Stabilisation Manager will publish information as to whether or not stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the dates on which the stabilisation period began and ended; and (ii) the price range between which stabilisation was carried out for each day stabilisation activities occurred.

Any stabilisation activities will be conducted based on the same principles as set out in article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

Any net profits from stabilisation activities, if undertaken, will be to the benefit of the Share Lenders.

ABG Sundal Collier ASA and Pareto Securities AS acted as Joint Global Coordinators and Joint Bookrunners for the Offering (the "Managers").

Important Notice

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of Ørn Software in the United States or any other jurisdiction.

The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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 Company, ABG Sundal Collier ASA or Pareto Securities AS nor any of their respective affiliates accepts any liability arising from the use of this announcement.