Viktige forbehold - Disclaimer

DNB Markets is acting as Joint Global Coordinator and Joint Bookrunner for Jordanes ASA (“Jordanes” or the “Company”) in relation to its initial public offering and listing of shares on Oslo Stock Exchange.

DISCLAIMER — IMPORTANT

THE PROSPECTUS IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (I) QUALIFIED INSTITUTIONAL BUYERS UNDER RULE 144A OF THE UNITED STATES SECURITIES ACT OF 1933 OR (II) PERSONS LOCATED OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following before continuing.

The following applies to the prospectus (the “Prospectus”) relating to Jordanes ASA (the “Company”). You are advised to read this carefully before reading, accessing or making any other use of the Prospectus. By accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications made to them anytime you receive any information from the Company or any Manager. You acknowledge that this electronic transmission and the delivery of the attached Prospectus is intended for you only and you agree you will not forward this electronic transmission or the attached Prospectus to any other person.

THE OFFER SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE OFFER SHARES MAY NOT BE OFFERED OR SOLD WITHIN AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE UNITED STATES.

CARNEGIE AS, DNB MARKETS, A PART OF DNB ASA, JOH. BERENBERG, GOSSLER & CO. KG AND SPAREBANK 1 MARKETS AS (TOGETHER, THE “JOINT GLOBAL COORDINATORS” OR THE “MANAGERS”) MAYARRANGE FOR THE SALE OF OFFER SHARES (I) IN THE UNITED STATES TO PERSONS WHO ARE “QUALIFIED INSTITUTIONAL BUYERS” (“QIBS”), AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, AND (II) TO PERSONS LOCATED OUTSIDE THE UNITED STATES PURSUANT TO, AND IN COMPLIANCE WITH, RULE 903 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES REGULATIONS IN EACH JURISDICTION IN WHICH THE OFFER SHARES ARE OFFERED.

THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO ACCESS THE ATTACHED PROSPECTUS OR USE IT FOR ANY PURPOSE AND WILL NOT BE ABLE TO PURCHASE ANY OFFER SHARES.

The Prospectus is only being distributed to and is only directed at, and any investment or investment activity to which the document relates is available only to, and will be engaged in only with, persons: (A) (i) falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) who are high net worth bodies, corporate, unincorporated associations and partnerships and trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order, (iii) are outside of the United Kingdom or (iv) to whom such investment or investment activity may otherwise lawfully be communicated or caused to be communicated, and (B) who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (all such persons together being referred to as “Relevant Persons”). The Offer Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on the Prospectus or any of its contents.

In addition, this electronic transmission and the attached Prospectus are directed only at persons in member states of the European Economic Area (the “EEA”), other than Norway, Sweden, Denmark and Finland, who are “Qualified Investors” within the meaning of Article 2(e) of the EU Prospectus Regulation. “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each relevant member state of the European Economic Area. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located, and you may not, nor are you authorized to, deliver the Prospectus to any other person.

Confirmation of your representation: In order to be eligible to view the attached Prospectus or make an investment decision with respect to the Offer Shares, prospective investors must be either (I) QIBs or (II) located outside the United States in compliance with Rule 903 of Regulation S. The Prospectus is being sent to you at your request, and by accessing the Prospectus you shall be deemed to have represented to the Company and Managers that (I) you and any customers you represent are either (a) QIBs, (b) located outside of the United States in compliance with Rule 903 of Regulation S (and, if the latter, the electronic mail address that you have provided, and to which this e-mail has been delivered, is not located in the United States, its territories and possessions, any state of the United States or the District of Columbia), (c) if you are in the United Kingdom, are a Relevant Person, and if you are acting on behalf of persons or entities in the United Kingdom, you are acting solely on behalf of persons who are Relevant Persons, (d) if you are in any member state of the EEA other than Norway, Sweden, Denmark and Finland, are a Qualified Investor and, such persons are solely Qualified Investors to the extent that you are acting on behalf of persons or entities in the EEA or (e) are an institutional investor that is otherwise eligible to receive the Prospectus, and (II) you consent to delivery of such Prospectus by electronic transmission.

The materials relating to this Offering do not constitute and may be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offering be made by a licensed broker or dealer, and the Managers are, or any affiliate of the Managers is, a licensed broker or dealer in the relevant jurisdiction, the Offering shall be deemed to be made by the Managers or such affiliate on behalf of the Company in such jurisdiction.

The attached Prospectus has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, any Manager, any person who controls any of them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you.

None of the Managers, or any of their respective affiliates, or any of its or their respective directors, officers, employees or agents accepts any responsibility whatsoever for the contents of the Prospectus or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Offering of the Offer Shares. The Managers and any of their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of such Prospectus or any such statement.