11.December 2023 The primary insiders inEnergeia AS (the Company),Jakobsen Energeia AS (JAE) and Obligo Nordic Climate Impact Fund III AB (ONCIF), managed by Obligo Investment Management AS ("Obligo") has entered into a share sale and mutual call option agreement related to shares in Energeia. JAE is owned by the Company's CEO,V.E. Jakobsen and ONCIF is represented in Energeia`s Board of directors by Christian Dovland. Prior to the agreement JAE holds 15,7% of the shares and ONCIF holds 12,83% of the shares representing a combined ownership of 28,53% ofEnergeia AS .V.E. Jakobsen remains fully committed toEnergeia AS and is firmly intent on maintaining his exposure toEnergeia AS through the declaration of any options hereunder. Direct sale & purchase of shares and issuing of call options. Under the agreement JAE has sold 5 683 915 shares, representing 4,77% of the outstanding shares to ONCIF for a total consideration ofNOK 6.250.000 equivalent to at a price of approximatelyNOK 1,10 per share. After the sale JAE holds 13 032 434 shares representing 10,93% of and ONCIF holds 20 981 895 representing 17,60%. In addition, JAE has issued two call options to ONCIF for the remainder of JAEs shares inEnergeia AS , and ONCIF has issued two reciprocal call options to JAE for the repurchase of 50% the shares. The ONCIF call options has a term until 2024 and the JAE call options has a term until 2027. Mandatory notification of trade will be issued if and when the call options are exercised. Description of mutual call option agreements. ONCIF call option 1: PriceNOK 1,30 per share for up to 8.688.289 shares on or before30 March 2024 . ONCIF call option 2: Price ofNOK 1,716 per share for up to 4.344.145 shares on or before30 September 2024 . Final price is subject adjustment for the NOK/EUR exchange rate on day of exercise. JAE call option 1: The right to purchase up to 50% of the shares exercised by ONCIF under call option 1 from ONCIF at a price ofNOK 3,47 per share on31 March 2027 . JAE call option 2: The right to purchase up to 50% of the shares exercised by ONCIF under call option 2 from ONCIF at a price of approximatelyNOK 4,58 on30 September 2027 . The final price shall be adjusted to be equivalent to call option 2 final exercise price multiplied by 2,67. All call options are subject to corporate policy action adjustments, and JAEs call options has a lock-up period of 24 months from purchase. Background for the sale and option transaction. The background for the share sale and mutual call option agreement is to secure the financing need and to settle certain debt for JAE andV.E. Jakobsen . The financing need stems from the investments conducted by V.E Jakobsen in the period from 2009 to 2014 in establishment of what now is the Energeia group operations inthe Netherlands . Statement from CEOV. E. Jakobsen : "The sale and option agreement secure a long-term commitment for me personally, together with Obligo, to developEnergeia AS into a strong and profitable company in collaboration with our industrial partners in the years to come on behalf of our shareholders. Energeia is positioned to become a significant contributor to renewable energy production inNorway , with operations and a strong position for growth inthe Netherlands . Although the sale and mutual option agreement comes as a direct consequence of the damages incurred to our group from the 2014 fraud, I am happy that my personal financial efforts have resulted in today's Energeia group with 1 800 shareholders, a strong balance sheet and solid financial position. I am very grateful for the trust the Obligo has placed in me and our future collaboration in developingEnergeia AS further." Statement from DirectorChristian Dovland on behalf of ONCIF and Obligo: "Energeia is one of the leading developers of large-scale solar PV in the Norwegian market with a total of 20 projects under contract, representing an initial capacity of more than 1000 MWp together with industrial partners Eidsiva and Hydro Rein. In addition, Energeia has a profitable business and growing platform inthe Netherlands . Large scale solar PV is one of the cheapest sources of energy and Obligo strongly believes in Energeia's ability to develop this portfolio into highly valuable solar PV plants. By entering into these agreements, ONCIF both increases its financial exposure to the company and underlines its continued support to the management of Energeia as well as the long-term commitment by CEOViktor E Jakobsen in the years to come". For further information, please contact: CEO,Viktor Jakobsen , email: viktor@energeia.no and telephone: +47 916 11 009 This information is subject to the disclosure requirements pursuant to the MAR article 19 and section 5-12 of the Norwegian Securities Trading Act.
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