NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, SOUTH AFRICA, NEW ZEALAND, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Oslo, October 21, 2021: Reference is made to the stock exchange announcements on May 25, and July 22, where Carasent ASA (the "Company") announced that the Company had carried out two successful private placements. The first private placement (the “Private Placement 1”) was finalized following the acquisition of Metodika AB on May 25, 2021 where a Seller’s Note of NOK 23,229,999.50 was issued to the sellers. The Seller’s Note was then subsequently used as payment for 588,235 new shares (the “New Shares 1”) at NOK 39.49 per share. The second private placement (the “Private Placement 2”) was finalized following a direct placement completed on July 22, 2021 towards Cardigan Holdco S.à r.l., a company indirectly owned by Vitruvian Investment Partnership IV, a fund managed by Vitruvian Partners LLP (together “Vitruvian”). The Private Placement 2 covered issuance of 11,987,332 new shares (the “New Shares 2”) at NOK 35.05 with a total cash consideration of NOK 420 million. The shares issued under to Private Placement 1 and 2 combined amounts to 12,575,567 shares (the “Offer Shares”). The Offers Shares were listed on a separate ISIN and was unlisted pending approval of a listing prospectus (the “Prospectus”) by the Norwegian Financial Supervisory Authority (the “NFSA”). The NFSA has reviewed and approved the Company's prospectus on October 21, 2021 regarding the listing of the Offer Shares. Following the NFSA approval of the Prospectus, the Unlisted Shares will be transferred to the Company’s ordinary ISIN and will be listed on the Oslo Stock Exchange. The Prospectus is attached and will also be made available at www.carasent.com (http://www.carasent.com). The Prospectus will also be available at the offices of the Company. For further information, please contact: Johan Lindqvist, Chairman johan.lindqvist@windchange.se +46 733 55 09 35. Important Notices This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under Securities Act. Carasent does not intend to register any part of the offering in the United States. There will be no public offering of the securities in the United States of America. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Regulation"). In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. Investing in securities involves certain risks. This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward -looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Carasent and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Carasent assumes no responsibility to update forward -looking statements or to adapt them to future events or developments. This announcement is made by and, and is the responsibility of, the Company. This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act and section 4-6 of the Oslo Rulebook II – Issuer Rules.
