RECOMMENDED VOLUNTARY CASH OFFER FROM COOP NORGE TO THE SHAREHOLDERS OF MATVAREEXPRESSEN AND COMMENCEMENT OF OFFER PERIOD

15 Jun 2026 08:00 CEST

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

Coop Norge SA ("Coop Norge" or the "Offeror") and MatvareExpressen AS
("MatvareExpressen" or the "Company") have entered into a transaction agreement
(the "Transaction Agreement") for a voluntary cash offer (the "Offer") by Coop
Norge to acquire all issued and outstanding shares (the "Shares") of
MatvareExpressen at a price of NOK 267.60 per Share (the "Offer Price"). The
Board of Directors of MatvareExpressen (the "Board") has unanimously decided to
recommend the shareholders of the Company to accept the Offer.

The acceptance period under the Offer (the "Offer Period") will commence today,
15 June 2026 at 09:00, and expire on 29 June 2026 at 16:30 Norwegian time,
subject to extension.

The complete terms and conditions of the Offer are included in an offer document
(the "Offer Document"), which is distributed to all shareholders in the Company,
as registered in Euronext VPS as of today, who are not resident in a restricted
jurisdiction. The Offer Document is also made available (subject to such
restrictions) through the website of DNB Carnegie, a part of DNB Bank ASA, as
receiving agent for the Offer (the "Receiving Agent"):

https://www.dnb.no/markets/aksjer/emisjoner/oversikt-emisjoner

The Offer is a result of a strategic evaluation conducted by MatvareExpressen,
with Coop Norge proving to be the most attractive and preferred buyer.

The Offeror has received binding and irrevocable pre-commitments to accept the
Offer ("Pre-Acceptances") from Knut Roar Tveit (board member), K&A Invest AS
(owned by board member, Knut Roar Tveit), Jakob Hatteland Holding AS, Robert
Burud (board member), Jaro Invest AS (partly owned by board member Robert
Burud), Juro Consult AS (partly owned by chair of the Board Svein Milford), F
Engen Invest AS (owned by Fredrik Engen, CEO), Friminutt AS (owned by Gunnar
Gullaksen, CFO) and Ice Invest AS (partly owned by board member Hege Skogland
Mokleiv), representing in total approximately 53.26% of the issued share capital
of MatvareExpressen. The Pre-Acceptances are irrevocable, subject to certain
terms as described in the Offer Document, and may not be withdrawn irrespective
of whether a competing offer is made.

The Offer Price of NOK 267.60 per Share values the total Shares of the Company
to approximately NOK 325 million. The Offer Price represents a premium of:
* 28.7% compared to the closing price of the Shares on 12 June 2026 of NOK 208,
being the last trading day prior to the announcement of the Offer.
* 25.1% compared to the volume-weighted average price of NOK 213.9 for the
Shares during the last 30 calendar days prior to the announcement of the Offer.
* 28.2% compared to the volume-weighted average price of NOK 208.7 for the
Shares during the last 60 calendar days prior to the announcement of the Offer.
* 31.8% compared to the volume-weighted average price of NOK 203 for the Shares
during the last 90 calendar days prior to the announcement of the Offer.

"Coop Norge wishes to be a long-term and responsible owner that will build on
MatvareExpressen's existing concepts and customer offering. Through our
purchasing agreements, expertise and national presence, we can contribute to
strengthening the Company's competitiveness and accelerating its growth rate,
while Coop takes a position within e-commerce in the B2B market. We are
incredibly impressed by the Company and its management, and not least by its
high customer satisfaction," says Philipp Engedal, CEO of Coop Norge.

Svein Milford, Chair of the Board of MatvareExpressen, comments: "Some time ago,
the Board of MatvareExpressen decided to carry out certain strategic assessments
of our situation and how the Company should best address future challenges. We
had been through a four-year period of strong expansion, and the opportunities
for continued expansion were certainly still present. The Company's management
had handled the growth in an excellent manner, and there was no doubt on the
Board that the current management could take the Company further, but the Board
questioned whether the Company's capital base and ownership structure were
optimal in order to realise the potential we saw in the markets. Following the
assessments that have now been carried out and the discussions we have had with
potential new owners and partners, we are very pleased to have reached agreement
with Coop Norge that they will now take over the ownership of MatvareExpressen.
The Board of the Company is certain that this is the best owner we could find,
and we believe this will be a win-win situation for the Company, the Company's
employees and, not least, for Coop."

Fredrik Engen, CEO of MatvareExpressen, comments: "MatvareExpressen has been
looking for a partner to accelerate the Company's further growth, and Coop Norge
is exactly such an owner. I am impressed by the people we have met at Coop
Norge, who are genuine, competent and engaged, and the potential they see in
MatvareExpressen is the same as we have believed in all along. Coop's
cooperative societies have more than 2.3 million members and Coop's member app
is one of Norway's most used apps. This proves that they are able to build
genuine relationships with people. That is a quality that means a lot to us, and
which we believe will be felt by both employees and customers. For our
customers, this means that they will experience an even better product range, an
even better product and an even simpler everyday life."

About the Offer:
* The Offer Price of NOK 267.60 per Share will be settled in cash.
* Completion of the Offer will be subject to certain customary conditions,
including, but not limited to, the conditions set out below;
* the Offeror must obtain (i) a minimum acceptance level of 90% of the issued
and outstanding shares in the Company on a fully diluted basis, and (ii)
regulatory approval,
* the Board must not have amended, modified or withdrawn its recommendation of
the Offer, and
* the absence of legal action, Material Adverse Change or material breach of the
Transaction Agreement by the Company.
The Offer will not contain any conditions as to financing or due diligence.

Background of the Offer and plans for the future business
Coop is a leading player in the grocery and retail sector in Norway. As part of
its broader growth strategy, Coop has a clear ambition to strengthen its focus
on grocery sales to new customer groups, and considers the Company to be a key
platform for growth within the B2B segment. MatvareExpressen is a
well-established player in online grocery retail, with proven operational
capacity and a strong position in relevant B2B segments.

As a long-term and responsible owner, Coop Norge intends to further develop
MatvareExpressen by building on existing concepts and customer offerings,
strengthening competitiveness and realising synergies where appropriate. Coop
Norge expects to work closely with the Company’s management and employees, with
a clear focus on continuity of operations, further development of the
organisation and safeguarding employment terms.

Board recommendation and matching period
The Board of Directors of MatvareExpressen has made a unanimous and
unconditional recommendation to the shareholders to accept the Offer. The
Board's statement is appended to the Offer Document. As part of the Transaction
Agreement, the Board has, subject to customary conditions, undertaken to only
amend, qualify or withdraw its recommendation of the Offer if a competing offer
is made, and the Board of the Company, acting in good faith and taking into
account all aspects of such offer, considers it to be more favourable to the
shareholders of MatvareExpressen, and the Offeror has not matched the superior
offer within five business days.

Regulatory approval and Long Stop Date
Completion of the Offer is subject to regulatory approval, which is expected to
be limited to clearance from the Norwegian Competition Authority. The Offer will
not be completed if the Offeror has not publicly announced that the conditions
for completion of the Offer relating to minimum acceptance and regulatory
approval have been satisfied or waived by 30 September 2026 at 24:00 Norwegian
time (the "Long Stop Date"), unless the Long Stop Date is extended pursuant to
the terms set out in the Offer Document.

Compulsory acquisition and delisting
Subject to completion of the Offer, the Offeror intends to make a compulsory
acquisition of the remaining shares in MatvareExpressen upon acquiring more than
90% of the voting shares and corresponding portion of the share capital in the
Company. Furthermore, and subject to the outcome of the Offer, the Offeror
intends to propose to the general meeting of MatvareExpressen that an
application is filed with Euronext Oslo Børs to delist the Shares from Euronext
Growth Oslo.

The Offer Document
The complete details of the Offer, including all terms, conditions and
procedures for accepting the Offer, and the Board's recommendation of the Offer,
are included in the Offer Document. The Offer Document is, subject to
restrictions in certain jurisdictions, available at the following website:

https://www.dnb.no/markets/aksjer/emisjoner/oversikt-emisjoner

Shareholders wishing to accept the Offer must, within the expiry of the Offer
Period, submit a correctly completed acceptance form appended to the Offer
Document to the Receiving Agent. The Offer may only be accepted pursuant to the
Offer Document.

Advisors
DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor and AGP
Advokater AS is acting as legal advisor to MatvareExpressen.

EY-Parthenon is acting as financial advisor and Advokatfirmaet Wiersholm AS is
acting as legal advisor to Coop Norge.

DNB Carnegie, a part of DNB Bank ASA, is acting as receiving agent for the
Offer.

For further information, please contact
Svein Milford, Chair of the Board of MatvareExpressen AS
Email: svein@milford.no

Gunnar Gullaksen, CFO of MatvareExpressen AS
Email: gunnar.gullaksen@mve.no
Telephone: +47 941 05 000

Harald Kristiansen, Communications Director of Coop Norge SA
Email: Harald.Kristiansen@coop.no
Telephone: +47 905 99 726

About MatvareExpressen
MatvareExpressen AS is Norway’s leading independent B2B supplier of groceries.
The Company serves kindergartens, schools, nursing homes and corporate canteens
through a fully digital ordering platform combined with its own distribution
solutions. Since 2021, the Company has grown from around NOK 100 million to
around NOK 500 million in revenue in 2025, with strong market positions in
Rogaland, Vestland, Agder and Eastern Norway. Growth is driven by a scalable
technology platform, high customer loyalty and a differentiated value
proposition centred on proximity, service and quality. MatvareExpressen is
headquartered in Haugesund and has branches in Stavanger, Bergen, Kristiansand,
Sandefjord and Oslo.

About Coop
Coop is Norway's second-largest grocery operator and currently has approximately
1,200 grocery stores and builders' merchants under the Obs, Extra, Coop Prix,
Coop Mega, Coop Marked, Matkroken, Obs BYGG and Coop Byggmix chain concepts.
Coop is owned by its customers through membership in their local cooperative
society. The cooperative societies currently have more than 2.3 million members
in total. The cooperative societies own the common organisation Coop Norge SA,
which safeguards central shared functions for the cooperative societies.

Important notice
The terms and conditions of the Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. The Offer will
not be subject to the take-over regime as stipulated by the Norwegian Securities
Trading Act chapter 6 as the Shares of the Company are not admitted to trading
on a regulated market. The Offer is not a mandatory or voluntary public takeover
offer within the meaning of the Norwegian takeover regime as stipulated by the
Norwegian Securities Trading Act chapter 6. The Offer Document will not be
reviewed or approved by the Norwegian FSA, Euronext Oslo Børs or any other
regulatory authority or stock exchange. The Offer may only be accepted pursuant
to the terms and procedures set out in the Offer Document, which will set out
the complete terms and conditions of the Offer, including procedures for
accepting the Offer.

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, Hong Kong,
Japan, New Zealand and South Africa, or any other jurisdiction in which it would
be unlawful. Neither the Offeror, the Company nor any of their respective
members, associates or directors, officers, advisers or agents 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 who access this announcement or such other information
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 to be
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.

Forward-looking statements
This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about the
Company, the Offeror and their respective affiliates and businesses as well as
the timing and procedures relating to the Offer and potential amendments to the
Offer that are or may be forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties, many of which are
beyond the Offeror’s control and all of which are based on the Offeror’s current
beliefs and expectations about future events.

Forward-looking statements are typically identified by the use of
forward-looking terminology such as “believes”, “expects”, “may”, “will”,
“could”, “should”, “intends”, “estimates”, “plans”, “assumes” or “anticipates”
or the negative thereof or other variations thereon or comparable terminology,
or by discussions of strategy that involve risks and uncertainties. Examples of
forward-looking statements include, among others, statements regarding the
Company’s or the Offeror’s future financial position, income growth, assets,
business strategy, leverage, payment of dividends, projected levels of growth,
projected costs, estimates of capital expenditures, and plans and objectives for
future operations and other statements that are not historical fact. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
These events and circumstances include changes in the global, political,
economic, business, competitive, market and regulatory forces, future exchange
and interest rates, changes in tax rates and future business combinations or
disposals. If any one or more of these risks or uncertainties materialises or if
any one or more of the assumptions prove incorrect, actual results may differ
materially from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such factors. Neither
the Company, the Offeror, nor any of their respective members, associates or
directors, officers, advisers or agents provides any representation, assurance
or guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Given these
risks and uncertainties, potential investors should not place any reliance on
forward-looking statements.

Any forward-looking statements made herein speak only as of the date they are
made. The Company and the Offeror disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained in this announcement to reflect any change in the expectations with
regard thereto or any change in events, conditions or circumstances on which any
such statement is based.

No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earnings
per share.

Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments.

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 may be different from those of the
United States.

The Offer will be made to U.S. Holders as a "Tier I" tender offer 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 U.S. domestic tender offers. 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 on a basis
comparable to the method that such documents are provided to the Company’s other
shareholders to whom an 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.
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 a press release via an electronically operated
information distribution system reasonably available to inform U.S. Holders of
such information. In addition, advisors to the Offeror or the Company may 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.

***

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
according to MAR Article 17. The information was submitted for publication by
Gunnar Gullaksen, CFO of MatvareExpressen AS, on 15 June 2026 at 08:00 Norwegian
time.

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