Update on Acceptances of Edison Bidco AS' Voluntary Tender Offer to Acquire All of the Issued and Outstanding Shares in Volue ASA for NOK 42 Per Share, which represents Edison Bidco AS' Best and Final Offer

18 Sep 2024 08:14 CEST

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Oslo, 18 September 2024 – Reference is made to the offer document dated 19
August 2024 (the "Offer Document") by Edison Bidco AS (the "Offeror"), an
indirect subsidiary of AI Volt (Luxembourg) Sàrl, a vehicle formed by funds
managed and/or advised by Advent International, L.P. and/or certain of its
affiliates ("Advent International") and funds managed and/or advised by
Generation Investment Management LLP ("Generation investment Management"), for
the voluntary cash tender offer to acquire all of the outstanding shares (the
“Shares”) in Volue ASA ("Volue" or the "Company") (the "Offer") at a price of
NOK 42.00 per Share (the "Offer Price"). Reference is further made to the stock
exchange announcements published by Volue on 3 September 2024 and 17 September
2024 regarding the extension of the acceptance period for the Offer until 17
September 2024 and 11 October 2024, respectively, at 16:30 (CEST) (the
"Extension Announcements").

As of 08:00 (CEST) on the date hereof, and subject to customary verification,
the Offeror has received ordinary acceptances of the Offer for a total of
22,182,056 Shares, representing approximately 15.4% of all Shares. Including
Shares under irrevocable undertakings by Arendals Fossekompani ASA pursuant to a
contribution agreement entered into with the Offeror and irrevocable
pre-acceptances from certain shareholders in Volue, the Offeror has secured a
total of 118,295,530 Shares, accounting for approximately 82.2% of all Shares.
The Offeror currently owns 0 Shares.

The Offer is only capable of being accepted pursuant to the Offer Document, and
the complete terms and conditions for the Offer (other than the amendments made
pursuant to the Extension Announcements) are included in the Offer Document.
Shareholders that want to accept the Offer must fill out and return the
acceptance form, which is included in the Offer Document, or as available on ABG
Sundal Collies ASA's (the "Receiving Agent") webpage www.abgsc.com/transactions,
by 16:30 (CEST) on 11 October 2024 and in accordance with procedures set out in
the Offer Document or on the webpage of the Receiving Agent.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is available at the following webpage: www.abgsc.com/transactions and may also,
subject to certain regulatory restrictions, be obtained free of charge during
ordinary business hours at the offices of the receiving agent, ABG Sundal
Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway.

Advisers
Carnegie AS is acting as financial advisor while Advokatfirmaet Schjødt AS and
Kirkland & Ellis International are acting as legal advisors to the Offeror,
Advent International and Generation Investment Management and Clifford Chance
LLP is acting as legal advisor to Generation Investment Management. ABG Sundal
Collier ASA is acting as financial advisor to Arendals Fossekompani ASA and will
also be receiving agent for Edison Bidco AS while Advokatfirmaet Wiersholm AS is
acting as legal advisor to Arendals Fossekompani ASA. First House is acting as
communication advisors to Advent International, Arendals Fossekompani ASA and
Generation Investment Management.

***

The Offer, the Offer Document 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 Offeror
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.

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 is being 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 of the Company to whom an offer is made. Any information
documents, including this Offer Document, are being 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 is being made
by the Offeror and no one else.

The Offer relates to shares of a Norwegian company listed and trading on
Euronext Oslo Børs and is subject to the legal provisions of the Norwegian
Securities Trading Act regarding the implementation and disclosure requirements
for such an offer, which differ substantially from the corresponding legal
provisions of the United States. For example, the financial statements and
certain financial information in this Offer Document have been determined in
accordance with the International Financial Reporting Standards (“IFRS”) and may
therefore not be comparable to the financial statements or financial information
of U.S. companies and other companies whose financial information is determined
in accordance with the Generally Accepted Accounting Principles of the United
States.

The Offer is being made to U.S. Holders pursuant to section 14(e) and Regulation
14E under the U.S. Exchange Act as a “Tier I” tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including with respect
to the offer timetable, that are different from those would be applicable under
U.S. domestic tender offer procedures and law. Furthermore, the payment and
settlement procedure with respect to the Offer will comply with the relevant
rules of the Securities Trading Act, which differ from payment and settlement
procedures customary in the United States, particularly with regard to the
payment date of the consideration.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror 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 a press release
or other means reasonably calculated to inform U.S. Holders of such information.
In addition, the Financial Advisor 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 this Offer or
reviewed it for its fairness, nor have the contents of this Offer Document or
any other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC nor any securities supervisory authority of
any state or other jurisdiction in the United States. Any representation to the
contrary is a criminal offence in the United States.

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