Offer document issued – start of offer period for voluntary recommended cash offer by Erling Bidco AS, a company indirectly wholly-owned by Apax Funds, to acquire all shares in EcoOnline Holding AS (ECO)

13.6.2022 08:00:00 CEST | EcoOnline | Additional regulated information required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

With reference to the joint announcement made on 2 June 2022, Erling Bidco AS ("Erling Bidco" or the "Offeror") has today issued the offer document (the "Offer Document") for the voluntary cash offer to acquire all outstanding shares of EcoOnline Holding AS ("EcoOnline" or the "Company") at a price of NOK 22.75 per share (the "Offer"). The Board of Directors of EcoOnline has unanimously decided to recommend the shareholders of the Company to accept the Offer.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document will be sent to the Company's shareholders as registered in the VPS as of the date of the Offer Document.

The Offer document will also be available at seb.no.

Offer period: From and including 13 June 2022 to 16:30 hours (CEST) on 13 July 2022 (subject to extension).

Offer Price: NOK 22.75

William Blair International Limited is acting as financial adviser to the Offeror. Skandinaviska Enskilda Banken AB (publ) Oslo Branch is acting as receiving agent for the Offer. Kirkland & Ellis International LLP and Advokatfirmaet Wiersholm AS are acting as legal advisors to the Offeror.

Arma Partners LLP is acting as exclusive financial advisor to the Company. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company.

CONTACTS

• EcoOnline: Siw Ødegaard, CFO and Head of IR at EcoOnline, [phone], [e-mail]
• Luke Charalambous, Communications Manager at Apax, [phone], [e-mail]

About EcoOnline:

EcoOnline is an EHS SaaS market leader in the Nordics dedicated to developing software creating safer and sustainable workplaces while ensuring compliance and environmental sustainability. EcoOnline has offered a positive contribution to customers and society since its inception and is a leader in the Nordics, with customers also in the UK, Ireland, US and many other countries. The Company has a clear history of successfully acquiring and integrating companies with same level of employee engagement as EcoOnline.

About Erling Bidco:

Erling Bidco is a limited liability company indirectly wholly owned by Apax Funds. Apax is a leading global private equity advisory firm. For more than 50 years, Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments of more than $60 billion. The Apax Funds invest in companies across four global sectors of tech, services, healthcare, and internet/consumer. Apax Funds provide long-term equity financing to build and strengthen world-class companies.

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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 will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Bidder does not assume any responsibility in the event there is a violation by any person of such restrictions. 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 not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. 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.

Disclaimers

William Blair International Limited, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser to the Offeror and no-one else in connection with the Offer, will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of William Blair International Limited or its affiliates, nor for providing advice in relation to the Offer or any other matters referred to in the Offer Document. None of William Blair International Limited, any of its affiliates, nor its or their respective directors, officers, partners or employees owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of William Blair International Limited, in connection with the Offer, the Offer Document, any statement contained therein, or otherwise.

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 in 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 Bidder and no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Bidder and its affiliates or brokers (acting as agents for the Bidder 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 financial advisors to the Bidder 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.

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