Elmera Group ASA - Compulsory acquisition of shares in Elmera Group ASA

Elmera Group ASA - Compulsory acquisition of shares in Elmera Group ASA

Reference is made to the recommended voluntary cash offer by Fortum Consumer Solutions AS (the "Offeror"), a company wholly owned by Fortum Oyj ("Fortum"), to acquire all issued and outstanding shares in Elmera Group ASA ("Elmera"), except for shares owned by Elmera, at a price of NOK 47 per share on the terms and conditions set out in the offer document dated 20 August 2026 (the "Offer Document") (the "Offer"). Reference is further made to the stock exchange announcement published on 23 October 2026 regarding settlement of the Offer.

Following settlement of the Offer, the Offeror holds 105,108,968 shares, representing approximately 91.92% of the issued and outstanding share capital and voting rights of Elmera (96.12% excluding Elmera's treasury shares). The board of directors of the Offeror has, effective from after close of trading on Euronext Oslo Børs today, 30 October 2026, resolved to carry out a compulsory acquisition of all remaining shares in Elmera not already owned by Elmera or the Offeror pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act, cf. section 6-22 (3) of the Norwegian Securities Trading Act (the "Compulsory Acquisition"). Consequently, the Offeror has assumed ownership of all shares in Elmera. The offered redemption price in the Compulsory Acquisition is NOK 47 per share, equal to the offer price in the Offer (the "Redemption Price"). Nordea Bank Abp NUF has furnished a guarantee for the settlement under the Compulsory Acquisition in accordance with the Norwegian Securities Trading Act section 6-22 (3) no. 3. Payment of the Redemption Price shall be made no later than 5 November 2026, and a notice regarding the Compulsory Acquisition shall be sent to all former shareholders of Elmera that are subject to the Compulsory Acquisition whose addresses are known. In addition, the Compulsory Acquisition shall be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Nw.: Brønnøysundregistrene).

Any objections to, or rejections of, the Redemption Price must be made at the latest by 23:59 (CET) on 4 January 2027. Former shareholders in Elmera who do not object to, or reject, the Redemption Price within this deadline shall be deemed to have accepted the Redemption Price.

Following the Compulsory Acquisition, the Offeror will pursue a delisting of the shares from Euronext Oslo Børs. A separate stock exchange announcement will be published regarding such delisting.

Advisors

Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while Pareto Securities AS is acting as financial advisor to the Offeror. Advokatfirmaet Haavind AS is acting as legal advisor to Elmera, while ABG Sundal Collier ASA is acting as its financial advisor.

Contacts

Fortum Investors: Ingela Ulfves, tel. +358 40 515 1531 Rauno Tiihonen, tel. +358 50 453 6150 investors@fortum.com

Media: Fortum News Desk, tel. +358 40 198 2843

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IMPORTANT INFORMATION

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.