Dellia Group – Announcement of terms for the Initial Public Offering

17 Sep 2025 11:49 CEST

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Oslo, 17 September 2025: Dellia Group ASA today announces the terms its initial
public offering of shares and listing on Euronext Oslo Børs. Reference is made
to the stock exchange announcement dated 9 September 2025, whereby Dellia Group
ASA ("Dellia" or the "Company") announced the intention to launch an offering of
shares and apply for a listing of the Company's shares on Euronext Oslo Børs
(the “Offering” or the "Listing").

Subject to approval of the listing application, which is expected to be
submitted later today, and a successful completion of the Offering, the shares
of Dellia are expected to be listed and commence trading on Euronext Oslo Børs
on or about 29 September 2025 under the ticker symbol “DELIA”.

The Offering
The Offer Shares (as defined below) will be offered at a fixed price of NOK
135.00 per Offer Share (the “Offer Price”), corresponding to an equity value of
the Company of approximately NOK 549 million. The Offering consists of up to
741,473 new Shares to be issued by the Company (the "New Shares"), and 145,900
existing Shares (the "Sale Shares") all of which will be existing, validly
issued and fully paid-up registered Shares, offered by certain existing
shareholders outside management and founders. The New Shares and the Sale Shares
are jointly referred to as the "Offer Shares". In total, the Offering consists
of up to 887,373 Offer Shares, all with a nominal value of NOK 1.00.

DNB Asset Management and Strawberry Capital have undertaken to acquire shares
for NOK 20 million each in the Offering (for a total cornerstone investment of
NOK 40 million), subject to certain customary conditions as set out in
cornerstone investment agreements entered into between each of the investors and
the Company. These cornerstone undertakings represent approximately 33% of the
Offering (calculated based on the total number of Offer Shares in the Offering).


The Company’s founders and members of management will be subject to an 18-months
lock-up for their shareholdings, subject to customary exemptions. Any new
employees or members of the Board of Directors who subscribe for and are
allocated shares in the Offering will be subject to the same 18-months lock-up.
The Company has agreed to a 6-month lock up. The lock-up undertakings will be
subject to certain exemptions and may be waived by the Manager (as defined
below).

After completion of the Offering, it is expected that the free float of Dellia
will be minimum 25%. However, the final number of Offer Shares will be
determined by the Company in consultation with the Manager, after completion of
the bookbuilding period in the institutional offering.

The Offering will consist of:
• An Institutional Offering, in which Offer Shares are being offered to (a)
institutional and other professional investors in Norway, (b) investors outside
Norway and the United States, subject to applicable exemptions from the
prospectus and registration requirements, and (c) investors in the United States
who are QIBs in transactions exempt from registration requirements under the
U.S. Securities Act. The Institutional Offering is subject to a lower limit per
application of NOK 1,000,000.
• A Retail Offering, in which Offer Shares are being offered to the public in
Norway, Denmark, Sweden and Finland subject to a lower limit per application of
NOK 10,500 and an upper limit per application of NOK 999,999 for each investor.
Investors who intend to place an order in excess of NOK 999,999 must do so in
the Institutional Offering. Multiple applications by one applicant in the Retail
Offering may be treated as one application with respect to the maximum
application limit. The Retail Offering will be handled by Nordnet.

The Company expects that certain of its employees and members of its Board of
Directors may apply for Offer Shares in the Offering. Members of the Board of
Directors and employees who subscribe for Offer Shares in the Offering are
guaranteed full allocation up to a maximum amount of NOK 2 million per
individual, however with an aggregate upper guaranteed limit of NOK 10 million.
If total subscriptions by the Board and employees exceed this amount, the
guaranteed amount per individual will be reduced on a pro rata basis. For
subscriptions exceeding the guaranteed amount, allocation will be based on the
general principles for allocation in the Institutional Offering.

It has been provisionally assumed that approximately 90% of the Offering will be
allocated in the Institutional Offering and that approximately 10% of the
Offering will be allocated in the Retail Offering. The final determination of
the number of Offer Shares allocated to the Institutional Offering and the
Retail Offering, respectively, will however only be decided following the
completion of the application process, based on the level of applications
received from each of the categories of investors, and with regard to the
requirements of free float and number of shareholders pertaining to a listing of
the Shares on Euronext Oslo Børs. The Company reserves the right to deviate from
the provisionally assumed allocation between the tranches without further notice
and at its sole discretion.

The further details of the Offering and the terms thereof are set out in the
prospectus prepared by the Company in connection with the Offering, and which is
expected to be dated and approved today, 17 September 2025 (the "Prospectus").
The Prospectus will be published and will, subject to regulatory restrictions in
certain jurisdictions, be available at https://www.dellia.com/en/investors,
https://www.abgsc.com/transactions/, and www.nordnet.no/se/fi/dk from today.

Timeline and offer period
The bookbuilding period for the Institutional Offering is expected to commence
at 09:00 hours (CEST) on 18 September 2025, and close at 14:00 hours (CEST) on
25 September 2025. The application period for the Retail Offering is expected to
commence at 09:00 hours (CEST) on 18 September 2025 and close at 14:00 hours
(CEST) on 25 September 2025. The bookbuilding period and the application period
may be extended at any time, but may in no event be extended beyond 14:00 hours
(CEST) on 9 October 2025. In the event of an extension of the bookbuilding
period and/or the application period, the allocation date, the payment due dates
and the date of the Listing will be changed accordingly. The commencement of the
application period for the Retail Offering in Denmark, Finland and Sweden is
subject to timely passporting of the Prospectus.

Conditions for the Offering
The Company expects to apply for listing of its Shares on Euronext Oslo Børs
today. It is expected that Euronext Oslo Børs will approve the listing
application of the Company on or about 24 September 2025, conditional upon (a)
the Company obtaining a minimum of 500 shareholders, each holding Shares with a
value of more than NOK 10,000, and (b) the Company satisfying the minimum free
float requirement of the Shares set by Euronext Oslo Børs. The Company expects
that these conditions will be fulfilled through the Offering. Completion of the
Offering will be conditioned upon the Euronext Oslo Børs approving the
application for Listing of the Shares in its meeting to be held on the date set
out above, on conditions acceptable to the Company and that any such conditions
are satisfied by the Company.

Completion of the Offering on the terms set forth above is otherwise conditional
on (i) the Company, in consultation with the Manager, resolving to proceed with
the Offering, (ii) the Company, in consultation with the Manager, having
approved the Offer Price, the number of Offer Shares and the allocation of the
Offer Shares to eligible investors following the bookbuilding process, (iii) the
Company's Board of Directors resolving to issue the New Shares and (iv) the
Manager and the Company having entered into a pre-funding agreement and such
agreement remaining in full force and effect. There can be no assurance that
these conditions will be satisfied.

Advisors
ABG Sundal Collier ASA is acting as Lead Manager and Bookrunner in the Listing
and Offering (the "Manager"), and Pensum Asset Management AS is acting as
Co-Manager. Wikborg Rein Advokatfirma AS is acting as legal advisor to Dellia,
and Deloitte Advokatfirma AS is acting as legal advisor to the Manager.

For further queries, please contact: Geir Bjørlo, Corporate Communications, +47
915 40 000, geir.bjorlo@corpcom.no

About Dellia
Dellia is a Nordic consumer goods group with a fast-growing position in the
dried fruit category. The Group develops and markets brands such as Sunshine
Delights®, Dippies® and A Date With® – exciting and tasty products broadening
the dried fruit category through mass market appeal. Dellia’s products are
distributed across approximately 12,800 stores in the Nordics.

Important notice
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of Dellia Group AS
in the United States or any other jurisdiction. The information contained in
this announcement is for informational purposes only and does not purport to be
full or complete. 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 of the Company may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The
securities of the Company have not been, and will not be, registered under the
U.S. Securities Act. 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. Any sale in
the United States of the securities mentioned in this communication will be made
solely to "qualified institutional buyers" as defined in Rule 144A under the
U.S. Securities Act. In any EEA Member State, except Norway, Sweden, Denmark and
Finland, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the EU Prospectus
Regulation, i.e., only to investors who can receive the offer without an
approved prospectus in such EEA Member State. The expression "EU Prospectus
Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 (together with any applicable implementing measures
in any Member State each, a “Relevant Member State)). 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 the Manager 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.. In the United
Kingdom, this communication is only addressed to and is only directed at
Qualified Investors who (i) are investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order") or (ii) are persons falling within Article
49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are 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. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

This statement contains certain forward-looking statements (as such defined in
Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning
future events, including possible issuance of equity securities of the Company.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as "anticipate", "believe", "continue", "estimate",
"expect", "intends", "may", "should", "will" and similar expressions. The
forward-looking statements in this release are based upon various assumptions,
many of which are based, in turn, upon further assumptions. Although the Company
believes that these assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or impossible to
predict and are beyond its control. Such risks, uncertainties, contingencies and
other important factors include, but are not limited to, the possibility that
the Company will determine not to, or be unable to, issue any equity securities,
and could cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking statements. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.

This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. None of the
Manager or any of their respective affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only. 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 of the Company. The of the Managers
nor any of their respective affiliates accept any liability arising from the use
of this announcement. Each of the Company, the Managers and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a result of
new information, future developments or otherwise.

The Offering may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the Offering will proceed and that
the Listing will occur. Certain figures contained in this announcement,
including financial information, may have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of the numbers
contained in this announcement may not conform exactly with the total figure
given. The distribution of this announcement and other information may be
restricted by law in certain jurisdictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions. Specifically, neither
this announcement nor the information contained herein is for publication,
distribution or release, in whole or in part, directly or indirectly, in or into
or from the United States (including its territories and possessions, any State
of the United States and the District of Columbia), Australia, Canada, Hong Kong
Japan or any other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction. The publication, distribution or release
of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to
herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

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.

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