Announcement of share purchase offer

09 Jan 2025 15:25 CET

Date: January 9, 2025
Announcement no: 25
ISIN: DK0061676400


NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, NEW ZEALAND, SOUTH-AFRICA, THE HONG KONG
SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

WPU – Limited market share purchase order from Vitol B.V.

Reference is made to the announcements published on December 20, 2024 and
December 23, 2024 by WPU – Waste Plastic Upcycling A/S (Euronext Growth Oslo:
WPU) (the “Company” or “WPU”), announcing that Vitol B.V. (“Vitol”) had
completed its acquisition of, in aggregate, 35,227,994 shares of nominally DKK
0.01 each in WPU from certain shareholders in WPU, bringing Vitol’s total
holding of shares to 47,624,047 shares of nominally DKK 0.01 each, representing
approximately 90.36 per cent of the outstanding share capital and votes of WPU,
and that Vitol was contemplating a potential market order to purchase additional
shares in WPU.

WPU has been informed that Vitol now has made a market order to purchase up to
5,083,506 shares in WPU, each of nominally DKK 0.01, at a purchase price of NOK
15 per WPU share of nominally DKK 0.01 each (the “Order”). The Order
automatically expires at 16:30 (CET) on February 6, 2025 (unless shortened or
extended by Vitol).

Vitol reserves the right to purchase fewer WPU shares than set out above or not
to purchase any WPU shares at all, to be decided at Vitol’s sole discretion.
Vitol also expressly reserves the right, at its own discretion, to shorten or
extend the expiry time of the Order, and to terminate the Order with immediate
effect at any time and for any reason.

The Order is made in the market to all shareholders in WPU, except for
shareholders in any jurisdiction where either the Order or acceptance or
participation therein is prohibited, unlawful or restricted by applicable law,
which includes, but is not limited to, any shareholders present in, with
registered or mailing addresses in, or who are citizens of the United States,
Australia, Canada, New Zealand, South-Africa, Hong Kong and Japan or in any
sanctioned territory, or where any tender offer document, registration or other
requirements apply.

Vitol has engaged DNB Markets, a part of DNB Bank ASA, to carry out the Order on
its behalf. Shareholders wanting to sell WPU shares to Vitol must sell shares in
the market through their broker, dealer or custodian, and make a trade prior to
the expiry of Order at 16:30 CET on February 6, 2025 (unless shortened or
extended).

Any shareholder whose shares are registered in the name of a custodian, broker,
dealer, commercial bank, trust company or other nominee, may have to contact the
institution in order to accept the Order with respect to such shares.

Settlement of the market share purchases pursuant to the Order will be made on a
customary delivery-versus-payment basis (DvP) T+2.

For further information, contact:
WPU: Thomas Åberg, CFO, e-mail: TA@WPU-DK.COM.
Vitol: e-mail: wasteplasticupcyling@vitol.com

***

Important Information

The Order and the distribution of this announcement and other information in
connection therewith may be restricted by law in certain jurisdictions, and the
Order is not being made in any jurisdiction where either the Order or acceptance
or participation therein is prohibited, unlawful or restricted by applicable law
or where any tender offer document or registration or other requirements apply.

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. Persons distributing this communication
must satisfy themselves that it is lawful to do so. The potential transactions
described in this announcement and the distribution of this announcement and
other information in connection with the potential transactions in certain
jurisdictions may be restricted by law and persons into whose possession this
announcement, any document or other information referred to herein comes should
inform themselves about, and observe, any such restrictions.

Vitol or DNB Markets, a part of DNB Bank ASA, or any of their respective
directors, officers, employees, advisers or agents, 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.

The Order is not being made directly or indirectly in, or by use of the mails
of, or by any means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States or any
other jurisdiction in which this would be unlawful. This includes, but is not
limited to, facsimile transmission, internet delivery, e-mail, telex and
telephones. Accordingly, copies of this release and any related documents are
not being, and must not be, mailed, e-mailed or otherwise distributed or sent in
or into the United States and so doing may invalidate any purported sales offer.

None of Vitol or DNB Markets, a part of DNB Bank ASA, or any of their respective
directors, officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this
release (or whether any information has been omitted from the release) or any
other information relating to WPU, 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 release or its contents or otherwise
arising in connection therewith.

This announcement is not to be relied upon in substitution for the exercise of
independent judgement. 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 WPU.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. This announcement has not been
approved by any competent regulatory authority. The information in this
announcement is subject to change. No obligation is undertaken to update this
announcement or to correct any inaccuracies except as required by applicable
laws, and the distribution of this announcement shall not be deemed to be any
form of commitment to proceed with any transaction or arrangement referred to
herein. This announcement is intended for the sole purpose of providing
information. Persons needing advice should consult an independent financial
adviser.

DNB Markets, a part of DNB Bank ASA, is acting on behalf of Vitol and no one
else in connection with the purchase order and will not be responsible to any
other person for providing the protections afforded to clients of DNB Markets, a
part of DNB Bank ASA, or for providing advice in relation to the purchase order.

More information:
Access the news on Oslo Bors NewsWeb site

636257_WPU - Announcement of share purchase offer.pdf