SENTIA Mandatory notification of trade from primary insiders

11 Jun 2025 22:11 CEST

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE "IMPORTANT
INFORMATION" AT THE END OF THE PRESS RELEASE.

Oslo, 11 June 2025: Reference is made to the annoucements by Sentia ASA (the
"Company", and including its consolidated subsidiaries, the "Group") on 3 and
4 June 2025 regarding the applications by primary insiders and close
associates in the initial public offering of shares in the Company (the
"Offering") and the announcment regarding the successful completion of the
bookbuilding of the Offering on 11 June 2025.

The following primary insiders of the Company and close associates of primary
insiders have been allocated the following number of offer shares in the
Offering (the "Offer Shares") at a price of NOK 50 per Offer Share, in
accordance with the terms and conditions set out in the prospectus dated 2
June 2025 (the "Prospectus"):

1. Jan Jahren, CEO of the Company, has been allocated 1,000,000 Offer Shares
for a total amount of NOK 50 million through his wholly owned company, Jan
Jahren AS.

2. Christian Wieland, Deputy CEO of the Company, has been allocated 40,000
Offer Shares for a total amount of NOK 2 million through his wholly owned
company, CWI AB.

3. Sverre Hærem, CFO of the Company, has been allocated 30,000 Offer Shares
for a total amount of NOK 1.5 million.

4. Iven Opsahl, the Company's Chief Communication Officer, has through her
close associate Storeto AS been allocated 10,000 Offer Shares for a total
amount of NOK 500,000.

5. Finn Bjørn Ruyter, Chair of the board of directors of the Company (the
"Board of Directors"), has been allocated 40,000 Offer Shares for a total
amount of NOK 2 million.

6. Gunnar Hagman, member of the Board of Directors, has been allocated 20,000
Offer Shares for a total amount of NOK 1 million.

7. Gyrid Skalleberg Ingerø, member of the Board of Directors, has been
allocated 20,000 Offer Shares for a total amount of NOK 1 million.

8. Jacob Landén, member of the Board of Directors, has been allocated 10,000
Offer Shares for a total amount of NOK 500,000.

9. Matilda Vinje, member of the Board of Directors, has been allocated 2,000
Offer Shares for a total amount of NOK 100,000.

In addition to the abovementioned allocation of shares, Christian Wieland will
also receive 844,965 shares in the Company as part of the settlement of the
shareholder restructuring, as further described in the Prospectus.

Please see attached primary insider notification forms for the above-mentioned
transactions.

Members of the Group's Management, certain members of management of the
Group's subsidiaries and the Board of Directors will receive preferred
allocation up to NOK 1 million each in the institutional offering.

Shares held by the Company's CEO and Deputy CEO will be subject to a lock-up
of 720 days, following which 1/3 of the shares will be released from lock-up
per year, with the first release being after the first 720 days. Other members
of management will have their shares subject to lock-up of 720 days, where 50%
of the shares will be released from lock-up after 360 days. The Board of
Directors will have their shares subject to 360 days lock-up following the
Listing.

***

About Sentia

Sentia is a Nordic construction group with a leading[1] position in select
markets. Sentia builds large, complex projects such as commercial buildings,
hospitals, universities and cultural centers for public and private clients.
The Group is active in partnering and collaboration and generates the majority
of its revenues from recurring clients. Sentia consists of the companies HENT
in Norway as well as Vestia, SSEA, and Kiruna Målbygg in Sweden. The Group
employs approximately 1,400 employees and revenues in 2024 amounted to 10.6
billion NOK, making it the sixth largest construction company in Norway and
Sweden.[2]

About Ratos

Ratos is a Swedish publicly listed business group consisting of 14 companies
across three business areas: Construction & Services, Industry and Consumer.
The Group operates mainly in the Nordic region, with net sales of SEK 32
billion and an adjusted EBITA of SEK 2.3 billion in 2024, and with a total
workforce of around 10,900 employees. Ratos is headquartered in Stockholm,
Sweden.

We have a distinct corporate culture and strategy -- everything we do is based
on our core values: Simplicity, Speed in Execution and It's All About People.
We enable independent subsidiaries to excel by being part of something larger.

Advisors

ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, are acting as
Joint Global Coordinators and Joint Bookrunners in the Listing and the
Offering (the "Joint Global Coordinators"), and Skandinaviska Enskilda Banken
AB (publ), Oslo branch, is acting as Joint Bookrunner (together with the Joint
Global Coordinators, the "Managers").

Advokatfirmaet Schjødt is acting as legal advisor to Sentia and Ratos as to
Swedish and Norwegian law, and Advokatfirmaet Thommessen is acting as legal
advisor to the Managers.

For further queries, please contact:

Sverre Hærem, CFO & Investor Relations
+47 95 24 51 67, sh@sentiagruppen.com

Iven Opsahl Jebsen, EVP & Chief Communication Officer
+47 901 54 838, ij@sentiagruppen.com

Media contact in Norway:
Geir Arne Drangeid, Partner and Senior Adviser in First House
+ 47 913 10 458 Email: gad@firsthouse.no

Ratos contact

Anna Vilogorac, CFO & Investor Relations
+46 70 616 50 19 anna.vilogorac@ratos.com

Katarina Grönwall, VP Communication & Sustainability
+46 70 300 35 38, katarina.gronwall@ratos.com

Important notice

This announcement does not constitute an offer for sale of, or a solicitation
of an offer to purchase or subscribe for, any securities of Sentia ASA (the
"Company"). The information contained in this announcement is for
informational purposes only and does not purport to be full or completed. No
reliance may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or completeness.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of the
Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any portion of this offering in the
United States or to conduct a public offering in the United States. Copies of
this announcement are not being, and should not be, distributed in or sent
into the United States.

It may be unlawful to distribute this announcement in certain jurisdictions.
Copies of this announcement are not being made and may not be distributed or
sent into the United States of America, Australia, Canada, Japan, South Africa
or to any other jurisdiction where such distribution would be unlawful. The
information in this announcement does not constitute an offer of securities
for sale in such jurisdictions.

In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations,
etc.") of the Financial Promotion Order, or (iii) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000) in connection
with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This announcement is directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
announcement relates is available only to relevant persons and will be engaged
in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities
in any Member State of the European Economic Area, other than Norway and
Sweden, which has implemented the Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation") (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Regulation, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for
offers of securities. Accordingly any person making or intending to make any
offer in that Relevant Member State of securities which are the subject of the
offering contemplated in this announcement, may only do so in circumstances in
which no obligation arises for the Company or any of the joint global
coordinators to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer. Neither the Company nor
any of the Managers have authorised, nor do they authorise, the making of any
offer of the securities through any financial intermediary, other than offers
made by the Managers which constitute the final placement of the securities
contemplated in this announcement. Neither the Company nor any of the Managers
have authorised, nor do they authorise, the making of any offer of securities
in circumstances in which an obligation arises for the Company or any Managers
to publish or supplement a prospectus for such offer.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Directive 2014/65/EU of the European Parliament and of the Council on markets
in financial instruments; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Company's shares. Each distributor is responsible for
undertaking its own Target Market Assessment in respect of the Company's
shares and determining appropriate distribution channels.

This announcement includes forward-looking statements which include statements
regarding the Company's business strategy, financial condition, profitability,
results of operations and market data, as well as other statements that are
not historical facts. Words such as "believe," "anticipate," "plan," "expect,"
"target," "estimate," "project," "predict," "forecast," "guideline," "should,"
"aim," "continue," "could," "guidance," "may," "potential," "will," as well as
similar expressions and the negative of such expressions are intended to
identify forward-looking statements, but are not the exclusive means of
identifying these statements. By their nature, forward-looking statements are
subject to numerous factors, risks and uncertainties that could cause actual
outcomes and results to be materially different from those projected. Readers
are cautioned not to place undue reliance on these forward-looking statements.
Except for any ongoing obligation to disclose material information as required
by the applicable law, the Company does not have any intention or obligation
to publicly update or revise any forward-looking statements after it
distributes this announcement, whether to reflect any future events or
circumstances or otherwise.

This is not a prospectus but an advertisement and investors should not
subscribe for or purchase any securities or make any investment decisions
referred to herein except on the basis of information contained in the
prospectus issued by the Company. The prospectus will be published and made
available on the Company's website www.sentiagruppen.com
(https://protect.checkpoint.com/v2/___http://www.sentiagruppen.com___.YzJlOnNjaG
pkdGFzOmM6bzo2MzQwYWE2NTk5MjljMjM5NDRhZjBkNDljNjQ5NmRhZTo2OjgyZjc6YzUzOTFjYzQ5Zj
NkYzQyOGU3MzQ5YWNiM2JkZDhjYjlhNzc2ZjIyMWFlM2QzODY5MTE2Mzg5ZDU0YWNjMTI1NTpwOlQ6Tg
).

BUSINESS SUBJECT TO MANDATORY FILING UNDER THE SWEDISH SCREENING OF FOREIGN
DIRECT INVESTMENTS ACT

The Company assesses that it carries out protection-worthy activities under
the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560)
om granskning av utländska direktinvesteringar) (the "Swedish FDI Act"). In
accordance with the Swedish FDI Act, the Company must inform presumptive
investors that the Company's activities may fall under the regulation and that
the investment may be subject to mandatory filing. If an investment is subject
to mandatory filing, it must prior to its completion, be filed with the
Inspectorate of Strategic Products (the "ISP"). An investment may be subject
to mandatory filing, inter alia, if i) the investor, any member of its
ownership structure, or any other person on whose behalf the investor is
acting, would, following the investment, directly or indirectly, hold voting
rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90
percent (%) of the voting rights in the Company, or ii) the investor, a member
of the investor's ownership structure or a person on whose behalf the investor
is acting would, in some other way, as a result of the investment have a
direct or indirect influence of the management of the Company. The investor
may be imposed an administrative sanction if an investment that is subject to
mandatory filing is carried out before the ISP has either i) decided to take
no action, or ii) authorized the investment. For more information on which
investments that may be subject to mandatory filing, please refer to the
Swedish FDI Act and ISP's website,
https://isp.se/eng/foreign-direct-investment/
(https://protect.checkpoint.com/v2/___https://isp.se/eng/foreign-direct-investme
nt/___.YzJlOnNjaGpkdGFzOmM6bzo2MzQwYWE2NTk5MjljMjM5NDRhZjBkNDljNjQ5NmRhZTo2OjA4Z
Tk6ZTJlNzkwMTEzYjQ5MzkwNTFkMTllMzgxMGY2ZjRjMzA5NTUxNGEzMjYyZGE3ZGRjMjQxMjc1ZTUyM
2VjZDViMjpwOlQ6Tg).
Similar mandatory filing requirements may also apply in other jurisdictions.
Each investor should consult an independent legal advisor as to assess the
possible application of the Swedish FDI Act or similar screening regimes in
other jurisdictions in relation to the Offering for the individual investor.

[1] "Leading" refers to being the 6th largest construction company based on
publicly listed and private competitors' revenue in Norway and Sweden in 2023.
[2] Based on publicly listed and private competitors' revenue in Norway and
Sweden in 2023.

More information:
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648913_SENTIA Mandatory notification of trade from primary insiders.pdf
648913_PDMR Forms.pdf