QBEN INFRA COMPLETES THE ACQUISITION OF SHARES IN ININ GROUP

23 Nov 2024 12:52 CET

Qben Infra AB (publ) (“Qben Infra” or the “Company”) announce on 22 November
2024 the decision to complete the voluntary share exchange offer to acquire all
the outstanding shares in ININ Group AS (“ININ Group”) (the “Offer to the
Shareholders of ININ Group”) and to issue shares in Qben Infra as consideration.
Settlement of the Offer to the Shareholders of ININ Group is expected to be
initiated around 25 November 2024.

Qben Infra is also publishing a company description (the “Company Description”),
prepared by the Company for the listing of its shares on Nasdaq First North
Premier Growth Market in Stockholm (the “Listing”). The first day of trading is
expected to occur on 29 November 2024.

Today’s announcement follows ININ Group’s announcement on 18 November 2024, when
Qben Infra announced the outcome of the Offer to the Shareholders of ININ Group,
and its intention to proceed with the Listing.

Øivind Horpestad, CEO of ININ Group and Qben Infra, comments:
“We look forward to becoming a listed company in Stockholm and to welcome new
shareholders to our fast-growing company. We have a strong team specialized in
the acquisition and development of platforms within infrastructure services in
the Nordics. With an expected massive increase in infrastructure investments in
the Nordics, we see exciting market opportunities to build strong platforms of
portfolio companies in our respective market niches. This is the start of a new
and exciting chapter for Qben Infra.”

About the Listing
As announced by the Company on 18 November 2024, Qben Infra has initiated a
process to list its shares on Nasdaq First North Premier Growth Market in
Stockholm. Nasdaq Stockholm AB has concluded that Qben Infra fulfils the listing
requirements for Nasdaq First North Premier Growth Market and has approved the
Company Description. Nasdaq Stockholm AB will finally approve an application for
admission to trading on Nasdaq First North Growth Market provided that certain
conditions are fulfilled, including that Qben Infra submits such application and
that the listing requirement regarding distribution of shares is fulfilled.
Provided that final approval is received, first day of trading in the Company’s
Shares on Nasdaq First North Premier Growth Market is expected to occur on 29
November 2024 under the symbol (ticker) "QBEN”. The Company Description is
available on the Company’s website www.qben.se.

In order to prepare the Company for the Listing and to ensure fulfilment of the
applicable requirements relating to dissemination of the Company’s shares, the
Company concluded on 21 November 2024, at an extraordinary general meeting, to
complete the Offer to the Shareholders of ININ Group and to carry out the
Private Placement.

About the Offer to the Shareholders of ININ Group
After final calculation of the number of accepted shares in the Offer to the
Shareholders of ININ Group, shareholders controlling a total of 111,901,368
shares in ININ Group, corresponding to approximately 85.5 per cent of the total
outstanding shares in ININ Group , have accepted the Offer to the Shareholders
of ININ Group. As all outstanding conditions in relation to the Offer to the
Shareholders of ININ Group have been fulfilled, including a preliminary
admission to trading on Nasdaq First North Premier Growth Market from Nasdaq
Stockholm AB, the board of directors in Qben Infra has decided to declare the
Offer to the Shareholders of ININ Group unconditional and to complete the Offer
to the Shareholders of ININ Group.

As part of the completion of the Offer to the Shareholders of ININ Group, Qben
Infra has on an extraordinary general meeting held on 21 November 2024 decided
to issue up to 28,099,216 shares in Qben Infra as consideration to the
shareholders in ININ Group who have accepted the Offer to the Shareholders of
ININ Group. The subscription price per share was 13.573 SEK, based on the terms
set forth in the offer prospectus dated 4 November 2024, as well as ININ Group’s
closing share price and the NOK/SEK exchange rate as of 20 November 2024 .

Through the Offer to the Shareholders of ININ Group, Qben Infra’s share capital
increases by 390,266.9 SEK from 541,336 SEK to 931,602.9 SEK and the number of
shares in Qben Infra increases by 28,099,216 from 38,976,190 to 67,075,406. The
dilution effect resulting from the Offer to the Shareholders of ININ Group is
41.9 per cent in relation to the number of shares in Qben Infra prior to the
Offer to the Shareholders of ININ Group.

In parallel with the Offer to the Shareholders of ININ Group, Qben Infra has
also acquired 21,838,341 warrants in ININ Group from the holders of such
warrants in exchange for promissory notes in Qben Infra (the “Acquisition of
Warrants”). The extraordinary general meeting held on 21 November 2024 also
decided to issue up to 2,896,412 shares in Qben Infra, as consideration in
relation to the Acquisition of Warrants. The subscription price per share in
Qben Infra in the Acquisition of Warrants was for technical settlement purposes
set within a range of 0.28-4.44 SEK, depending on the strike price for each
series of warrants.

Settlement of the Offer to the Shareholders of ININ Group and the Acquisition of
Warrants is expected to be initiated around 25 November 2024.

Through the Acquisition of Warrants, Qben Infra’s share capital increases by
40,227.9 SEK from 541,336 SEK to 581,563.9 SEK and the number of shares in Qben
Infra increases by 2,896,412 from 38,976,190 to 41,872,602. The dilution effect
resulting from the Acquisition of Warrants is 6.9 per cent in relation to the
number of shares in Qben Infra prior to the Acquisition of Warrants.

Following completion of the Offer to the Shareholders of ININ Group and subject
to a 2/3 majority vote at an ININ Group general meeting, Qben Infra will seek to
apply for a de-listing of ININ Group at Euronext Growth in Oslo.

About Qben Infra
Qben Infra is a group specializing in the acquisition and development of
platforms within infrastructure services in the Nordics, gathering a diversified
portfolio of 20+ companies across four infrastructure niches: Construction,
Rail, Power and Testing, Inspection & Certification (TIC).

To drive value creation, Qben Infra collaborates closely with the platforms,
focusing on identifying investment opportunities within profitable niches with
strong potential for development, consolidation, and growth. This strategy
fosters sustainable growth and profitability, enabling Qben Infra to play a
vital role in advancing infrastructure development in the Nordics, now and going
forward.

By merging platforms with distinct yet complementary expertise, Qben Infra
unlocks synergies and capitalizes on expansive market opportunities, enabling
the group to take on even larger and more complex projects.

Advisors
ABG Sundal Collier is acting as financial advisor and receiving agent to Qben
Infra in connection with the Offer to the Shareholders of ININ Group and
Acquisition of Warrants. Eversheds Sutherland (Sweden) and DLA Piper (Norway)
act as legal advisors to Qben Infra in connection with the Offer to the
Shareholders of ININ Group and Acquisition of Warrants.

For further information, please contact:
Øivind Horpestad, CEO of ININ Group and Qben Infra
Tel: +47 910 00 626



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