Sentia ASA Exercise of greenshoe option in full

23 Jun 2025 08:00 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR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, 23 June 2025: Reference is made to the stock exchange announcement made
by Sentia ASA ("Sentia" or the "Company") on 13 June 2025 regarding the
commencement of the stabilisation period in connection with the initial public
offering of shares in the Company (the "Offering" or the "IPO"), and the grant
of the Greenshoe Option to the Stabilisation Manager (both terms as defined
below) to close out short positions created through the allocation of shares
that were over-allotted in the Offering.

In connection with the over-allotment of 4,163,315 shares in the Company to
applicants in the Offering (the "Additional Shares"), DNB Carnegie, part of
DNB Bank ASA (the "Stabilisation Manager"), acting as stabilisation manager in
connection with the Offering on behalf of the Managers (as defined below),
borrowed 4,163,315 shares in the Company from Ratos Infra AB ("Ratos").

The Stabilisation Manager has today, on behalf of the Managers, exercised the
option to purchase a total of 4,163,315 shares from Ratos at a price per share
of NOK 50 per share, equal to the offer price in the Offering, to close out
the short positions created in connection with the allocation of the
Additional Shares (the "Greenshoe Option"). The Greenshoe Option is exercised
in full, meaning that 4,163,315 existing shares in the Company will be
purchased from Ratos under the Greenshoe Option at a price of NOK 50 per
share, equal to the final offer price in the Offering.

No stabilisation activities has been undertaken or will be undertaken by the
Stabilisation Manager.

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 IPO (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
Tel: +47 95 24 51 67
Email: sh@sentiagruppen.com

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

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

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)

(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.

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 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 Managers 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 has been published and made
available on the Company's website www.sentiagruppen.com.

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/. 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.

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