Launch of share exchange offer to shareholders in ININ Group

04 Nov 2024 17:45 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE AUSTRALIA, BELARUS, CANADA, HONG KONG, INDIA,
JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL

Qben Infra AB (“Qben Infra” or the “Offeror”) is today pleased to launch an
exchange offer, at the same terms and conditions set forth in the offer directed
to the 140 largest shareholders that was announced on 31 May 2024, to all
shareholders in ININ Group AS (“ININ Group”). A prospectus regarding the offer
to acquire all shares in ININ Group with newly issued shares in Qben Infra as
consideration (the “Offer”) has today been approved by the Swedish Financial
Supervisory Authority (the “Offer Prospectus”).

The Offer Prospectus is available on Qben Infra’s website (www.qben.se) and on
ABG Sundal Collier ASA’s website (www.abgsc.no).

The acceptance period for the Offer has not commenced. The acceptance period for
the Offer commences on 5 November 2024 and ends on 11 November 2024 (the “Offer
Period”).

Shareholders who want to accept the Offer must fill out and return the
acceptance form, which tomorrow will be available on Qben Infra’s website
(www.qben.se) and on ABG Sundal Collier ASA’s website (www.abgsc.no), by 16:30
hours CET on 11 November 2024 (subject to any extensions of the Offer Period) in
accordance with the procedures and requirements set out in the Offer Prospectus.
Shareholders who have already accepted the Offer do not need to undertake
anything.

Shareholders who accept the Offer will receive 0.251107 newly issued shares in
Qben Infra as offer consideration per share tendered in the Offer. After
completion of the Offer and assuming 100% acceptance rate and 128,431,757
outstanding shares in ININ Group, the former ININ Group shareholders will own
45.3% of Qben Infra (49.3% when accounting for 22.5m warrants with strike price
below NOK 6.3).

Qben Infra will form the parent company for the combined entity that will be a
Swedish infrastructure compounder. Following completion of the Offer and Qben
Infra’s listing on Nasdaq First North Premier Growth Market and subject to a 2/3
majority vote at ININ Group’s general meeting, Qben Infra will seek to apply for
a de-listing of ININ Group at Euronext Growth.

For more information, please refer to the Offer Prospectus that in English will
be made available tomorrow 5 November 2024 at www.qben.se and www.abgsc.no.

Advisers
ABG Sundal Collier ASA is acting as financial adviser and receiving agent and
Advokatfirma DLA Piper is acting as legal adviser to the Offeror in the process.

Contact information
Qben Infra AB
Per Anderson (founder of Qben Infra)
Tel: +46 07 07 37 17 17, E-mail: per@kvalitetsbygg.se

Important notice
The Offer, pursuant to the terms and conditions presented in this press release,
is not being made to persons whose participation in the Offer requires that an
additional offer document is prepared or registration effected or that any other
measures are taken in addition to those required under Norwegian and/or Swedish
law.

This press release and any related Offer documentation are not being distributed
and must not be mailed or otherwise distributed or sent in or into any country
in which the distribution or offering would require any such additional measures
to be taken or would be in conflict with any law or regulation in such country –
any such action will not be permitted or sanctioned by the Offeror. Any
purported acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into,
by use of mail or any other means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of Australia,
Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South
Africa, Switzerland or the United States. This includes, but is not limited to
facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic transmission. The Offer cannot be accepted and shares
may not be tendered in the Offer by any such use, means, instrumentality or
facility of, or from within Australia, Belarus, Canada, Hong Kong, India, Japan,
New Zealand, Russia, Singapore, South Africa, Switzerland or the United States
or by persons located or resident in Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States. Accordingly, this press release and any related Offer
documentation are not being and should not be mailed or otherwise transmitted,
distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States or to any person who is from or is located or resident in
Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States. For purposes of this
section, "United States" refers to the United States of America (its territories
and possessions, any state of the United States and the District of Columbia).

Any purported tender of shares in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported tender
of shares made by a person located in Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from or within
Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States will be invalid and
will not be accepted. Each person who holds shares and participates in the Offer
will certify to not being from, being located in or participating in the Offer
from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States and not acting on a
non-discretionary basis for a principal that is from, is located in or giving
order to participate in the Offer from Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States. The Offeror will not deliver any consideration relating to the
Offer to Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand,
Russia, Singapore, South Africa, Switzerland or the United States. This press
release is not being, and must not be, sent to shareholders with registered
addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand,
Russia, Singapore, South Africa, Switzerland or the United States. Banks,
brokers, dealers and other nominees holding shares for persons in Australia,
Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South
Africa, Switzerland or the United States must not forward this press release or
any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not
being made and have not been approved by an authorised person for the purposes
of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, the information and documents contained in this press release are
not being distributed to, and must not be passed on to, the general public in
the United Kingdom except where there is an applicable exemption. The
communication of the information and documents contained in this press release
is exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is a communication by or on behalf of a body corporate
which relates to a transaction to acquire day to day control of the affairs of a
body corporate; or to acquire 50 percent or more of the voting shares in a body
corporate, within article 62 of the UK Financial Service and Markets Act 2000
(Financial Promotion) Order 2005.

Regardless of the previous, the Offeror reserves the right to approve that the
Offer is accepted by persons not present or resident in Norway and/or Sweden if
the Offeror, in its own opinion, assesses that the relevant transaction can be
carried out in accordance with applicable laws and regulations.

To the extent permissible under applicable law or regulation, the Offeror or its
brokers may purchase, or conclude agreements to purchase, shares in ININ Group,
directly or indirectly, outside of the scope of the Offer, before, during or
after the period in which the Offer remains open for acceptance. This also
applies to other securities which are directly convertible into, exchangeable
for, or exercisable for ININ Group shares, such as warrants. These purchases may
be completed via a market place at market prices or outside a market place at
negotiated prices. Any information on such purchases will be disclosed as
required by law or regulation in Norway and/or Sweden.

Forward-looking information

Statements in this press release relating to future status and circumstances,
including statements regarding future performance, growth and other projections
as well as benefits of the Offer, are forward-looking statements. These
statements may generally, but not always, be identified by the use of words such
as "anticipates", "expects", "believes", or similar expressions. 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.
Actual results may differ materially from those expressed or implied by these
forward-looking statements due to many factors, many of which are outside the
control of the Offeror. Any such forward-looking statements speak only as of the
date on which they were made and the Offeror has no obligation (and undertakes
no such obligation) to update or revise any of them, whether as a result of new
information, future events or otherwise, except for in accordance with
applicable laws and regulations.
(ENDS)

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