Oslo ,15 November 2022 NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA ,CANADA ORJAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Reference is made to the announcement dated28 September 2022 byVisma Holding Norge AS (the "Offeror" and together with theVisma group, "Visma ") of the issue of the offer document (the "Offer Document") and the start of the offer period (the "Offer Period") for the recommended voluntary cash offer (the "Offer") to acquire all outstanding shares (the "Shares") inHouse of Control Group AS (the "Company") at an offer price ofNOK 11.20 per Share. Reference is further made to the announcement dated1 November 2022 of the Settlement Notification, in which the Offeror announced that settlement of the Offer would take place no later than15 November 2022 and the announcement dated 14 November of final results of the Offer. The Offeror hereby announces that the Offer has been completed and that settlement of the Offer has been made pursuant to the terms set out under section 1.13 of the Offer Document. The receiving agent has made payments of the Offer Price to shareholders that have accepted the Offer, whom are expected to receive the settlement amount on their respective bank accounts during the course of today,15 November 2022 . As of settlement of the Offer, the Offeror holds 55,945,508 Shares, representing approximately 98% of the share capital and voting rights in the Company. The Offeror intends to effect a compulsory acquisition of the remaining shares in the Company at a redemption price equal to the Offer Price ofNOK 11.20 per Share, as soon as practically possible. A separate press release will be announced when the compulsory acquisition has been resolved in accordance with section 4-26 of the Norwegian Private Limited Liability Companies Act. For more information, please refer to the Offer Document dated28 September 2022 prepared by the Offeror in connection with the Offer. The Offer Document is available at www.danskebank.no/HOC. Danske Bank Norwegian Branch is acting as financial advisor and receiving agent forVisma in relation to the Offer. AboutVisma :Visma is a leading provider of mission-critical business software for a more efficient and resilient society. By simplifying and automating the work of companies and organisations of all sizes,Visma aims to improve people's everyday lives.Visma currently has 15,000 employees, over 1.3 million customers across the Nordics, Benelux, Central andEastern Europe andLatin America , generating revenues ofEUR 2.1 billion in 2021. Important notice: 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 andJapan . The Offeror and the Company assume no 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 . 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 will be 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 will be 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 though means reasonably calculated to informU.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. 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 may constitute a criminal offence inthe United States .
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