Contemplated secondary placement of existing shares in Schibsted ASA

28 Oct 2024 16:35 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES
REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THERE WILL
BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

Oslo, 28 October 2024

Polaris Media ASA (the “Seller”) has retained Skandinaviska Enskilda Banken AB
(publ) as Sole Global Coordinator and Sole Bookrunner (the “Manager”) to explore
a potential secondary placement of existing B-class shares in Schibsted ASA
(“Schibsted” or the “Company”) (the “Offering”).

The Seller is contemplating selling approximately 3.0 million B-class shares in
the Company (the “Sale Shares”), representing approximately 1.28% of the issued
and outstanding shares, equal to approximately 0.26% of the voting rights, in
the Company through an accelerated book building process. Assuming all Sale
Shares are sold as part of the Offering, the Seller will hold approximately 5.0
million B-class shares in Schibsted, representing approximately 2.15% of the
issued and outstanding shares, equal to approximately 0.44% of the voting
rights, in the Company. The Seller reserves the right, at its own discretion, to
decide the number of shares to be sold, or to sell no shares at all in the
Offering.

The offer price and the total number of Sale Shares in the offering will be
determined through the accelerated book building process carried out by the
Manager. The book building period will commence immediately following the
publication of this announcement and close no later than 29 October 2024 at
08:00 CET, and could also close earlier or later at the discretion of the Seller
and the Manager. The result of the Offering is expected to be announced before
09:00 CET on 29 October 2024 (T). The Offering will be unconditional as of the
time of allocation. The Sale Shares will be tradeable upon allocation and
settlement of the Offering will be conducted on a normal delivery-versus-payment
basis (DVP T+2).

Subject to a successful completion of the Offering, the Seller will enter into a
customary 90-day lock-up commitment with the Manager for the remaining shares in
Schibsted that the Seller holds.

The Offering has not been registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and will be made pursuant to applicable
exemptions from the obligation to publish a prospectus in Norway as well as
exemptions from the U.S. Securities Act and the securities laws of other
applicable jurisdictions.

The minimum order and allocation in the Offering have been set to the NOK
equivalent of EUR 100,000. The Manager may, however, offer and allocate an
amount below the NOK equivalent of EUR 100,000 in the Offering to the extent
exemptions from prospectus requirements, in accordance with Regulation (EU)
2017/1129, are available.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Jørgen Aune, CFO in Polaris Media
ASA, at the time and date provided.

Important notices:

This announcement is not and does not form a part of a prospectus or any offer
to sell, or a solicitation of an offer to purchase, any securities of the
Company.

The distribution of this announcement and other information may be restricted by
law in the United States of America or in certain jurisdictions. 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. Accordingly, this announcement is not for public
release, publication or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), except to “qualified institutional
buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as
amended (the “Securities Act”). Persons into whose possession this announcement
or such other information should come are required to inform themselves about
and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under 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 or its securities in the United States or to conduct a
public offering of securities in the United States.

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 “qualified investors” within the meaning of the
Prospectus Regulation as it forms part of English law by virtue of the European
Union (Withdrawal) Act 2018 and 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 Seller believes 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. By their
nature, forward-looking statements are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially
different from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements.

Except for any ongoing obligation to disclose material information as required
by the applicable law, the Seller does not have any intention or obligation to
publicly update or revise any forward-looking statements after it distributes
this announcement, whether to reflect any future events or circumstances or
otherwise.

None of the Company, the Seller, the Manager nor any of their respective
subsidiary undertakings, affiliates or any of their respective directors,
officers, employees, advisers, agents or any other person accepts any
responsibility whatsoever for, or makes any representation or warranty, express
or implied, as to the truth, accuracy, completeness or fairness of the
information or opinions in this announcement (or whether any information has
been omitted from the announcement) or any other information relating to the
Company, the Seller, or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.

The Manager is acting for the Seller only in connection with the Offering and no
one else, and will not be responsible to anyone other than the Seller for
providing the protections offered to clients nor for providing advice in
relation to the Offering, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.

In connection with the Offering, the Manager and it’s respective affiliates may
take up a portion of the shares offered in the Offering as a principal position
and in that capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related investments
in connection with the Offering or otherwise. In addition, the Manager and it’s
respective affiliates may enter into financing arrangements (including swaps or
contracts for differences) with investors in connection with the Offering, which
the Manager and it’s respective affiliates may from time to time acquire, hold
or dispose of shares of the Company. The Manager or it’s affiliates may be
lenders and/or agents under lending facilities with the Seller and may receive a
portion of the net proceeds of the Offering to repay amounts outstanding under
such facilities. The Manager does not intend to disclose the extent of any such
investment or transactions, other than in accordance with any legal or
regulatory obligations to do so.

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 in the Company. The price and value
of securities and any income from them can go down as well as up and you could
lose your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. The Manager, nor any of its respective affiliates,
accepts any liability arising from the use of this announcement.

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