Rana Gruber ASA – Update on acceptances under recommended voluntary offer

25 Feb 2026 08:00 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG
KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the recommended voluntary cash offer to acquire all issued
and outstanding shares in Rana Gruber ASA (the "Company") by Drakkar BidCo AS
(the "Offeror") at NOK 79 per share on the terms and conditions set out in the
offer document dated 26 January 2026 (the “Offer Document”) (the “Offer”).
Reference is also made to the stock exchange announcement published on 24
February 2026 (the “Offer Extension Announcement”) regarding extension of the
period where shareholders of the Company may accept the Offer (the "Offer
Period") that has been extended to 10 March 2026 at 16:30 CET.

As of the expiry of the initial Offer Period at 16:30 CET on 24 February 2026,
and subject to customary verifications of acceptances received, the Offeror has
received acceptances from shareholders of the Company under the Offer for
31,322,231 shares, representing approximately 84.46% of the issued and
outstanding share capital and voting rights of the Company; acceptances equal to
approximately 51% of the issued and outstanding share capital and voting rights
of the Company relate to pre-acceptances by Company shareholders as further
described in the Offer Document.

Shareholders who want to accept the Offer must, prior to expiry of the Offer
Period on 10 March 2026 at 16:30 CET and in accordance with the procedures set
out in the Offer Document, duly complete and return the acceptance form which is
included in the Offer Document. Subject to regulatory restrictions in certain
jurisdictions, the Offer Document is available at the following webpage:
www.clarksons.com/financial/securities/investment-banking/#Transactions

Shareholders who own shares registered in the name of brokers, banks, investment
companies or other nominees, must contact such persons to accept the Offer.

The Offer may only be accepted on the basis of the Offer Document. The complete
terms and conditions for the Offer are set out in the Offer Document and remain
unchanged other than the extension of the Offer Period as set out in the Offer
Extension Announcement. The Offeror maintains and reserves its right at its sole
discretion to further extend the Offer Period on the terms and conditions set
out in the Offer Document.

Advisors:

Advokatfirmaet BAHR AS, Stikeman Elliott LLP, Ashurst LLP and McCarthy Tetrault
LLP are acting as legal advisors to the Offeror, while Clarksons Securities AS
is acting as financial advisor for the Offeror. Wikborg Rein Advokatfirma AS is
acting as legal advisor to the Company, while DNB Carnegie, a part of DNB Bank
ASA, is acting as its financial advisor. Salto Advisers AS is acting as Investor
Relations adviser to the Company.

Contacts:

Rana Gruber ASA
Gunnar Moe, CEO of Rana Gruber +47 941 47 650 gunnar.moe@ranagruber.no
Mats Samdahl Weltz, Salto Advisers AS +47 950 46 330 msw@saltoadvisers.no

Champion and the Offeror
Michael Marcotte, CFA Senior Vice-President, Corporate Development and Capital
Markets +1-514-316-4858, Ext. 1128
Info@championiron.com

Clarksons Securities AS
oppkjop.rana@clarksons.com

* * *

IMPORTANT INFORMATION

The terms and conditions of the Offer are governed by Norwegian law and carried
out in conformity with the requirements of Norwegian law. The Offer and the
distribution of this announcement and other information in connection with the
Offer may be restricted by law in certain jurisdictions. The Offer Document and
related acceptance form will not and may not be distributed, forwarded or
transmitted into or within any jurisdiction where it is prohibited by applicable
law, including, without limitation Australia, Canada, New Zealand, South Africa,
Hong Kong and Japan, or any other jurisdiction in which it would be unlawful.
The Offeror does not assume any responsibility in the event there is a violation
by any person of such restrictions. Persons in the United States should review
“Notice to U.S. Holders” below. Persons into who access this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. The Offer will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

Holders of Shares in the United States (“U.S. Holders”) are advised that the
Shares are not listed on a U.S. securities exchange and that the Company is not
subject to the periodic reporting requirements of the U.S. Securities Exchange
Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and
does not, file any reports with the U.S. Securities and Exchange Commission
thereunder.

The Offer will be made for the issued and outstanding Shares of the Company, a
company incorporated under Norwegian law, and is subject to Norwegian disclosure
and procedural requirements, which are different from those of the United
States. The Offer will be made to U.S. Holders as a "Tier I" tender offer as
provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the
extent applicable and subject to any available exemptions, and otherwise in
compliance with the disclosure and procedural requirements of Norwegian law,
including with respect to the Offer timetable, settlement procedures and timing
of payments, which may be different from requirements or customary practices in
relation to tender offers for U.S. domestic issuers that are subject to the more
fulsome requirements of Regulation 14D and 14E under the U.S Exchange Act.

The Offer will be made to U.S. Holders on the same terms and conditions as those
made to all other holders of Shares to whom the Offer is made. Any information
document, including the Offer Document, will be disseminated to U.S. Holders in
English on a basis comparable to the method that such documents are provided to
the Company’s other shareholders to whom the Offer is made. The Offer will be
made by the Offeror and no one else. U.S. Holders are encouraged to consult with
their own advisors regarding the Offer.

To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer, and
other than pursuant to the Offer, directly or indirectly, purchase or arrange to
purchase, Shares or any securities that are convertible into, exchangeable for
or exercisable for such Shares outside the United States, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices.

To the extent information about such purchases or arrangements to purchase is
made public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisor to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such securities
as long as such purchases or arrangements are in compliance with applicable law.
To the extent required in Norway, any information about such purchases will be
made public in Norway in the manner required by Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer, passed upon the
merits or fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in this announcement. Any
representation to the contrary is a criminal offense in the United States.

It may be difficult for the Company’s shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and the Company are located in
non-U.S. jurisdictions, and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. The shareholders of the
Company may not be able to sue the Offeror or the Company or their respective
officers or directors in a non-U.S. court for violations of the U.S. federal
securities laws. It may be difficult to compel the Offeror and the Company and
their respective affiliates to subject themselves to a U.S. court’s judgment.

More information:
Access the news on Oslo Bors NewsWeb site