THE UNREGULATED RECOMMENDED VOLUNTARY OFFER TO THE SHAREHOLDERS OF EVERFUEL A/S HAS BECOME UNCONDITIONAL - FARO BIDCO APS HAS BECOME THE MAJORITY SHAREHOLDER

15 Nov 2024 12:14 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.

15 November 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. Further reference is made to the
settlement notification published on 29 October 2024 announcing that the
settlement of the Offer will be completed no later than 20 November 2024.

The Offeror hereby announces that the Rollover Shareholders have transferred all
of their shares in the Company to the Offeror in exchange for receiving shares
in the Offeror, and consequently completed the Share Contribution, as further
set out and defined in the Offer Document. In accordance with section 1.6 of the
Offer Document, the Offeror hereby announces that the Unconditional Date is
today, as the Offer has now become unconditional and that the following closing
conditions set out in the Offer Document (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" have been
satisfied. Consequently, the Offer can no longer be withdrawn or terminated.

Settlement of the Offer is expected to be completed on 19 November 2024 to
shareholders who have accepted the Offer in accordance with the terms set out in
the Offer Document.

Following the completion of the Share Contribution, Faro BidCo ApS has acquired
and holds a total of 64,753,804 shares in Everfuel, representing approximately
75.05 % of the issued and outstanding share capital and votes in the Company.

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's shares from Euronext Growth Oslo.

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 Offer Period (as defined in the Offer Document) has closed. 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 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 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 no longer accept
the Offer. 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

632381_20241115_Everfuel_Announcement_Unconditional_Date.pdf