Zaptec AS — Share Issue/Capital Change 2020

Sep 30, 2020

Zaptec AS: NOK 450 million private placement successfully completed

Zaptec AS: NOK 450 million private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Zaptec AS: NOK 450 million private placement successfully completed

Stavanger, 30 September 2020. Reference is made to the press release from Zaptec AS (“Zaptec” or the “Company”) published on 28 September 2020 regarding a contemplated private placement and listing on Merkur Market.

Zaptec is pleased to announce that the Private Placement (as defined below) has been successfully completed with a total transaction size of NOK 450 million through the allocation of 40 million shares at a price of NOK 11.25 per share. The Private Placement raised gross proceeds of NOK 236 million to the Company through the sale of 21 million new shares (the “Primary Offering") and NOK 214 million to a consortium of existing shareholders in the Company (the “Selling Shareholders”) through the sale of 19 million existing shares (the "Secondary Offering", and together with Primary Offering, the "Private Placement"). As a consequence of the strong interest received in the Private Placement and the Company’s wish to make room for new high-quality long-term investors in Zaptec, the Company decided to increase the Primary Offering from 19 million shares to 21 million shares. Following the Private Placement, the Company will have 74,409,677 shares outstanding.

The Private Placement attracted very strong interest from Norwegian, Nordic and international high-quality institutional investors and was significantly oversubscribed. Five cornerstone investors subscribed for and were allocated shares for NOK 205 million: (i) DNB Asset Management, NOK 75 million; (ii) Swedbank Robur Fonder, NOK 50 million; (iii) Nordea Investment Management, NOK 30 million; (iv) Delphi Fondene, NOK 25 million; and (v) Pareto Asset Management, NOK 25 million.

The Company intends to use the net proceeds from the Primary Offering to invest in both organic and in-organic growth initiatives as well as further strengthening its technologic platform and general corporate purposes.

The Company and Selling Shareholders as well as members of the Company's management and board of directors have entered into customary lock-up arrangements with the Manager (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Manager, issue, sell or dispose of shares, as applicable, for a period of six or twelve months.

The Private Placement and the issuance of the new shares was resolved by the Company's Board of Directors (the "Board") at a Board meeting held on 29 September 2020, based on the authorisation granted to the Board at an extraordinarily annual general meeting on 25 September 2020.

Allocation to investors will be communicated on or about 30 September 2020. The Private Placement will be settled by the Manager on a delivery-versus-payment basis on or about 6 October 2020 following the registration of the new share capital in the Norwegian Registry of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Manager.

Zaptec has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be on or about 6 October 2020.

Advisors:

ABG Sundal Collier ASA is acting as Sole Global Coordinator and Bookrunner in connection with the Private Placement and Listing. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company and Advokatfirmaet Schjødt AS is acting as legal advisor to the Manager.

For more information, please contact:

Anders Thingbø, Chief Executive Officer

+47 934 88 385

Kurt Østrem, Chief Financial Officer

+47 404 04 700

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under

the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Manager nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

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 Manages nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.