NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINCANADA ,AUSTRALIA ,NEW ZEALAND ,SOUTH-AFRICA ,HONG KONG ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Reference is made to the joint announcement made on2 June 2022 , regarding the voluntary recommended cash offer by Erling Bidco AS ("Erling Bidco" or the "Offeror") to acquire all outstanding shares (the "Shares") ofEcoOnline Holding AS ("EcoOnline" or the "Company") at a price ofNOK 22.75 per share (the "Offer"). The acceptance period for the Offer will expire at 16:30 hours (CEST) today,13 July 2022 . For more information, please refer to the Offer Document dated13 June 2022 , prepared by the Offeror in connection with the Offer. The Offer Document is available, subject to regulatory restrictions in certain jurisdictions, at the website of SEB (https://sebgroup.com/our-offering/prospectuses-and-downloads/prospectuses/ecoon line).Skandinaviska Enskilda Banken AB (publ)Oslo Branch is acting as receiving agent for the Offer.William Blair International Limited is acting as financial adviser to the Offeror.Kirkland & Ellis International LLP andAdvokatfirmaet Wiersholm AS are acting as legal advisors to the Offeror.Arma Partners LLP is acting as exclusive financial advisor to the Company.Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company. CONTACTS - EcoOnline: Siw Ødegaard, CFO and Head of IR at EcoOnline, +47 957 59 848, siw.odegaard@ecoonline.com -Luke Charalambous , Communications Manager at Apax, +44 20 7872 6494, Luke.Charalambous@apax.com About EcoOnline: EcoOnline is an EHS SaaS leader dedicated to developing software creating safer and sustainable workplaces while ensuring compliance and environmental sustainability. EcoOnline has offered a positive contribution to customers and society since its inception and has a large, loyal customer base in the Nordics, theUK ,Ireland , US and many other countries. The Company also has a clear history of successfully acquiring and integrating companies with same level of employee engagement as EcoOnline. About Erling Bidco: Erling Bidco is a limited liability company indirectly wholly owned by Apax Funds. Apax is a leading global private equity advisory firm. For more than 50 years, Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments of more than$60 billion . The Apax Funds invest in companies across four global sectors of tech, services, healthcare, and internet/consumer. Apax Funds provide long-term equity financing to build and strengthen world-class companies. **** 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 forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation,Canada ,Australia ,New Zealand ,South Africa ,Hong Kong andJapan . The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers 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 inNorway . DisclaimersWilliam Blair International Limited , which is regulated by theFinancial Conduct Authority in theUnited Kingdom , is acting as financial adviser to the Offeror and no-one else in connection with the Offer, will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients ofWilliam Blair International Limited or its affiliates, nor for providing advice in relation to the Offer or any other matters referred to in the Offer Document. None ofWilliam Blair International Limited , any of its affiliates, nor its or their respective directors, officers, partners or employees owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client ofWilliam Blair International Limited , in connection with the Offer, the Offer Document, any statement contained therein, or otherwise. Notice toU.S. HoldersU.S. Holders (as defined below) are advised that the Shares are not listed on aU.S. securities exchange and that the Company is not subject to the periodic reporting requirements of theU.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 theU.S. Securities and Exchange Commission (the "SEC ") thereunder. The Offer is made to holders of Shares resident inthe United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated toU.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 is made by the Offeror and no one else. The Offer is made toU.S. Holders pursuant to Section 14(e) and Regulation 14E under theU.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable underU.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under theU.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, 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 outsidethe United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public inNorway , such information will be disclosed by means of an English language press release via an electronically operated information distribution system inthe United States or other means reasonably calculated to informU.S. Holders of such information. In addition, the financial advisors 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. Neither theSEC nor any securities supervisory authority of any state or other jurisdiction inthe United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by theSEC or any securities supervisory authority inthe United States . Any representation to the contrary is a criminal offence inthe United States .
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