Dellia Group ASA – Approval and publication of the prospectus

17 Sep 2025 15:08 CEST

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.

Oslo, 17 September 2025: Reference is made to the stock exchange announcement
earlier today by Dellia Group ASA ("Dellia" or the "Company") regarding the
terms of an offering of shares in the Company (the "Offering") to be made in
connection with the planned listing of the Company's shares on Euronext Oslo
Børs (the "Listing").

The Prospectus for the Offering and Listing (the "Prospectus") was approved by
the Financial Supervisory Authority of Norway today, 17 September 2025, and was
subsequently passported into Sweden, Denmark and Finland. The Prospectus will be
published today and will, subject to regulatory restrictions in certain
jurisdictions, be available at www.dellia.com/investor,
https://www.abgsc.com/transactions/, and www.nordnet.no/se/fi/dk from the start
of the bookbuilding period and the application period.

The bookbuilding and application period for the offering will commence at 09:00
hours (CEST) on 18 September 2025. The Bookbuilding Period may be shortened or
extended at any time and Application Period may be extended at any time, however
so that they cannot be extended beyond 14:00 (CEST) on 9 October 2025.

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 Manager 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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