SETTLEMENT NOTIFICATION AND RESULTS FOR THE UNREGULATED RECOMMENDED VOLUNTARY OFFER TO THE SHAREHOLDERS OF EVERFUEL A/S

29 Oct 2024 08:00 CET

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. OTHER RESTRICTIONS APPLY.

29 October 2024

Reference is made to the unregulated recommended voluntary cash offer to acquire
all issued and outstanding shares in Everfuel A/S (the "Company" or "Everfuel")
except for shares owned by the Rollover Shareholders (as defined in the offer
document dated 2 September 2024 (the "Offer Document")) or held in treasury by
the Company (the "Offer") by Faro BidCo ApS (the "Offeror") at NOK 13 per share,
as further set out in the Offer Document. Reference is further made to the stock
exchange announcements published on 7 October 2024 and 21 October 2024 (jointly,
the "Extension Announcements") regarding extensions of the period where
shareholders may accept the Offer (the "Offer Period").

The Offer Period expired at 16:30 Oslo time on 28 October 2024.

The conditions for completion of the Offer relating to (a) "Minimum acceptance"
and (c) "Regulatory approvals", as set out in Section 1.6 ("Conditions for
completion of the Offer") of the Offer Document, have, as previously announced,
been satisfied.

As of the expiry of the Offer Period, and subject to customary verification, the
Offeror had received acceptances from shareholders in the Offer which when taken
together with the Share Contribution (as defined in the Offer Document)
represent 90.5% of the issued and outstanding share capital and voting rights of
the Company on a Fully Diluted basis (as defined in the Offer Document).

This announcement constitutes the "Settlement Notification" pursuant to section
1.6 of the Offer Document. Settlement of the Offer will be made no later than 20
November 2024 to shareholders having accepted the Offer in accordance with the
terms as set out in Offer Document. Settlement of the Offer will remain subject
to the continued satisfaction of the closing conditions: (b) "Board
Recommendation", (d) "Ordinary conduct of business", (e) "No legal action", (f)
"No Material Adverse Change", (g) "Completion of Rollover", and (h) "No Material
breach" until the Unconditional Date, as set out and defined in section 1.6 of
the Offer Document.

As set out in section 1.28 of the Offer Document, following completion of the
Offer and the Offeror having become the owner of more than 90% of the total
issued shares and voting rights in the Company, the Offeror intends to carry out
a Compulsory Acquisition  of the remaining shares of the Company in accordance
with the procedures set out in the Danish Companies Act Sections 70 and 72.

Further, upon completion of the Offer, the Offeror also intends to take steps to
delist the Company from Euronext Growth Oslo.

The complete terms and conditions for the Offer (other than extensions of the
Offer Period as set out in the Extension Announcements), including detailed
information regarding settlement, are set out in the Offer Document. Subject to
regulatory restrictions in certain jurisdictions, the Offer Document is
available on the following webpages: https://www.nordea.com/en/everfuel and
https://www.sb1markets.no/en/transactions.

Advisors

Nordea Bank Abp, filial i Norge, is acting as financial advisor, while
Advokatfirmaet BAHR AS and Gorrissen Federspiel Advokatpartnerselskab are acting
as legal advisors to the Offeror. SpareBank 1 Markets AS is acting as financial
advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to E.F.
Holding ApS. Kromann Reumert and Wikborg Rein Advokatfirma AS are acting as
legal advisors to the Company. Capient AS acted as investor relations and
communications advisor to the Company.

About Everfuel

Everfuel owns and operates green hydrogen infrastructure and partner with
industry and vehicle OEMs to connect the entire hydrogen value chain and
seamlessly provide hydrogen fuel to enterprise customers under long-term
contracts. Green hydrogen is a 100% clean energy carrier made from renewable
solar and wind power and key to decarbonising industry and transportation in
Europe. Everfuel is an ambitious, rapidly growing company, headquartered in
Herning, Denmark, and with activities in Denmark, Germany and The Netherlands,
and a plan to grow across Europe. Everfuel is listed on Euronext Growth in Oslo
under EFUEL.

Important notice

The terms and conditions of the Offer are governed by Danish law and carried out
in conformity with the requirements of Norwegian and Danish law. The Offer is
not subject to the take-over regime as stipulated by the Norwegian Securities
Trading Act chapter 6 nor the rules in Chapter 8 of the Danish Capital Markets
Act and the Danish Takeover Order as the Shares of the Company are not admitted
to trading on a regulated market. The Offer is not a public takeover offer
within the meaning of the Norwegian takeover regime as stipulated by the
Norwegian Securities Trading Act chapter 6 nor the rules in Chapter 8 of the
Danish Capital Markets Act and the Danish Takeover Order. The Offer Document has
not been and will not be reviewed or approved by the Norwegian FSA, the Danish
FSA, Oslo Børs or any other regulatory authority or stock exchange. The Offer
may only be accepted pursuant to the terms and procedures set out in the Offer
Document, which sets out the complete terms and conditions of the Offer,
including procedures for accepting the Offer.

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 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 for information purposes only and is not a tender offer
document and, as such, does not constitute or form part of 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. Any
decision with respect to the tendering of securities in the Company should be
made solely on the basis of Offer Document as well as on an independent analysis
of the information contained therein. 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 applicable under the laws
of Norway and Denmark.

Nordea is acting as financial advisor on certain local matters outside of the
United States exclusively for the Offeror in connection with the Offer and for
no one else and will not be responsible to anyone other than the Offeror for
providing the protections afforded to its clients or for providing advice in
relation to 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, the Offeror and their respective affiliates and businesses as well as
the timing and procedures relating to the Offer and potential amendments to the
Offer that are or may be forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties, many of which are
beyond the Offeror's and the Company's control and all of which are based on the
Offeror's current beliefs and expectations about future events. Forward-looking
statements are typically identified by the use of forward-looking terminology
such as "believes", "expects", "may", "will", "could", "should", "intends",
"estimates", "plans", "assumes" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. 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 include 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 Rollover Shareholders, 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 Rollover Shareholders disclaim 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.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share. 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 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 to the
extent applicable rules are available ("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 as a "Tier I" tender offer under the U.S.
Exchange Act, and otherwise in accordance with the requirements of Norwegian and
Danish 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 exemption rules 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 and Danish 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 and Denmark, 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
or will 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.

More information:
Access the news on Oslo Bors NewsWeb site

630593_20241029_Everfuel_Settlement_Notification.pdf