RECEIPT OF REGULARATORY APPROVALS. REMINDER OF EXPIRY OF THE OFFER PERIOD FOR THE RECOMMENDED VOLUNTARY OFFER OF NOK 10 PER SHARE TO THE SHAREHOLDERS OF ECIT AS

26 Sep 2024 14:19 CEST

Company announcement no. 256

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

Oslo, 26 September 2024

Reference is made to previous stock exchange announcements regarding the
recommended voluntary offer (the “Offer”) from Olympus BidCo AS (the “Offeror”)
to acquire all outstanding B- and C- class shares in ECIT AS (the “Company”).
The complete terms and conditions for the Offer, including a description of the
procedures for accepting the Offer, are set out in the offer document for the
Offer dated 4 September 2024 (the “Offer Document”).

Shareholders are hereby reminded that the acceptance period for the Offer
expires on 1 October 2024 at 16:30 (CEST), subject to extension. Shareholders
who want to accept the Offer, and have not already done so, must fill out and
return the acceptance form which is included in the Offer Document to the
receiving agent for the Offer, ABG Sundal Collier ASA, by 16:30 (CEST) 1 October
2024 as further specified in the Offer Document. Shareholders who own shares
registered in the name of brokers, banks, investment companies or other
nominees, must contact such persons to accept the Offer. The Offer may only be
accepted on the basis of the Offer Document.

With reference to the closing condition (c) “Regulatory Approvals” described in
Section 1.8 (“Conditions for completion of the Offer”), the Offeror hereby
confirms that the Offer has been cleared by the Norwegian and Swedish
Competition Authorities. The Offer remains subject to the other conditions for
completion of the Offer set out in Section 1.8 (“Conditions for completion of
the Offer”) of the Offer Document.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is available on the following webpages: www.ecit.com/investor/ and
www.abgsc.com/transactions.

Contacts:

For ECIT
For further information please contact:
Mads Skovgaard, Group CFO mskovgaard@ecit.com +45 2780 4942
Peter Lauring, Group CEO peter.lauring@ecit.com +47 4045 3804

For TowerBrook
Brunswick Group – Max McGahan / Sam Durant
towerbrookuk@brunswickgroup.com
+ 44 20 7404 5959

About ECIT
Founded in 2013, ECIT supports a large customer base with accounting, payroll,
and IT services. ECIT has a proven model for acquisitions, combining proximity
to customers, local entrepreneurship and the strength of a larger international
group. ECIT has a full-year proforma revenue of 3.8 billion NOK per H1 2024 and
more than 2,500 employees across ten countries. M&A has been key to drive the
Company's growth as ECIT has completed more than 135 acquisitions since 2013.
Read more at www.ecit.com

About the Offeror
The Offeror, Olympus BidCo AS, is a private limited liability company
incorporated and existing under the laws of Norway with registration number 933
582 345. The Offeror is a newly established acquisition vehicle indirectly owned
by Olympus Holdings 1 BV, a companycontrolled by funds advised by TowerBrook.

About TowerBrook
TowerBrook Capital Partners is a purpose-driven, transatlantic investment
management firm with assets under management of $21.6 billion. The firm is
co-headquartered in London and New York and focuses on making investments in
companies headquartered in Europe and North America. As a disciplined investor
with a commitment to fundamental value, TowerBrook seeks to deliver superior,
risk-adjusted returns to investors on a consistent basis, guided by TowerBrook
Responsible OwnershipTM principles which are central to the firm’s value
creation strategy. TowerBrook partners with talented, experienced managers and
senior advisors who share the firm’s values and support its investment
objectives, providing capital and resources to transform the capabilities and
prospects of the businesses in which it invests, driving better outcomes for all
stakeholders. TowerBrook takes an entrepreneurial, multinational, single-team
approach and since inception in 2001, has invested in more than 90 companies on
both sides of the Atlantic. TowerBrook is the first mainstream private equity
firm to be certified as a B Corporation, demonstrating leadership in its
commitment to environmental, social and governance (ESG) standards and
responsible business practices.

Important notice
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, 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 in the United States should review “Notice to U.S.
Holders” below. 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 for information purposes only and is not a tender offer
document and, as such, is not intended to does not constitute or form any part
of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
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.

Shareholders of the Company must rely upon their own examination of the Offer
Document. Each shareholder should study the Offer Document carefully in order to
be able to make an informed and balanced assessment of the Offer and the
information that is discussed and described therein. Shareholders should not
construe the contents of this announcement as legal, tax or accounting advice,
or as information necessarily applicable to each shareholder. Each shareholder
should seek independent advice from its own financial and legal advisors prior
to making a decision to accept the Offer.

Forward-looking statements
This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about the
Company and the Offeror that are or may be forward-looking statements. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements sometimes use
words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe" or other words of
similar meaning. Examples of forward-looking statements include, among others,
statements regarding the Company’s or the Offeror’s future financial position,
income growth, assets, impairment charges, business strategy, leverage, payment
of dividends, projected levels of growth, projected costs, estimates of capital
expenditures, and plans and objectives for future operations and other
statements that are not historical fact. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. These events and circumstances
includes changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates, changes in tax
rates and future business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the assumptions
prove incorrect, actual results may differ materially from those expected,
estimated or projected. Such forward looking statements should therefore be
construed in the light of such factors. Neither the Company, the Offeror, the
Existing Investors nor any member of their respective groups, nor any of their
respective members, associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward looking statements in this announcement will
actually occur. Given these risks and uncertainties, potential investors should
not place any reliance on forward looking statements.

Any forward-looking statements made herein speak only as of the date they are
made. The Company, the Offeror and the Existing Investors disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in the expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on an
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 of 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 Offeror 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 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
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 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 Offeror
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.

The European Economic Area
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area which has implemented the
Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”)
(each, a “Relevant State”) will be made pursuant to an exemption under the
Prospectus Regulation, as implemented in that Relevant State, from the
requirement to publish a prospectus for offers of securities. Accordingly, any
person making or intending to make any offer in that Relevant State of
securities, which are the subject of the offering contemplated in this
announcement, may only do so in circumstances in which no obligation arises for
the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer. Neither the Offeror, the
Existing Investors nor any of the advisors have authorised, nor do they
authorise, the making of any offer of the securities through any financial
intermediary, other than offers made by the Offeror which constitute the final
placement of the securities contemplated in this announcement. Neither the
Offeror, the Existing Investors nor any of the advisors have authorised, nor do
they authorise, the making of any offer of securities in circumstances in which
an obligation arises to publish or supplement a prospectus for such offer.

More information:
Access the news on Oslo Bors NewsWeb site

628623_ECIT_stockExhangerelease_No 256.pdf