Stock exchange notices

JORDANES ASA – ANNOUNCEMENT OF TERMS FOR THE INITIAL PUBLIC OFFERING

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,

AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA,

SWITZERLAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE

PRESS RELEASE.

JORDANES ASA – ANNOUNCEMENT OF TERMS FOR THE INITIAL PUBLIC OFFERING

Oslo, 14 May 2024: Reference is made to the announcement on 29 April 2024 regarding Jordanes

ASA's ("Jordanes" or the "Company", and together with its consolidated subsidiaries, the "Group")

intention to launch an initial public offering of shares in the Company (the "Offering"). Jordanes

Investments AS has been informed that the Company today announces the terms of the Offering and

the subsequent listing of its shares on the Oslo Stock Exchange (main list) (the "Listing", and together

with the Offering, the "IPO").

Subject to the Oslo Stock Exchange's approval of the Company's Listing application and a successful

completion of the IPO, the shares of the Company are expected to be admitted to listing and

commence trading on the Oslo Stock Exchange on or about 28 May 2024 under the ticker "JOR".

The Offering

The Company intends to raise gross proceeds of NOK 1,305 million by issuing new shares in the

Company (the "New Shares"), in addition Jordanes Invest AS (the "Selling Shareholder") will sell

863,301 existing shares in the Company (the "Sale Shares"), resulting in gross sales proceeds of

approximately NOK 25 – 30 million. The Company's net proceeds from the Offering are primarily

intended to strengthen the Group's balance sheet for increased flexibility and to accelerate strategic

growth opportunities.

The price at which the Offer Shares (as defined below) are expected to be sold is between NOK 29 and

NOK 35 per Offer Share (the "Indicative Price Range"), corresponding to an approximate pre-money

equity value of the Company of between NOK 1,654 million and NOK 1,918 million. The final price per

Offer Share (the "Offer Price"), may, however, be set within, below or above the Indicative Price

Range. The Offer Price will be determined through a bookbuilding process and will be set by the

Company in consultation with the Managers (as defined below).

In addition to the New Shares and the Sale Shares, the Managers may elect to over-allot a number of

additional shares (the "Additional Shares") equaling up to approximately 15% of the aggregate

number of New Shares and Sale Shares allocated and sold in the Offering (and in any case limited to;

(i) 15% of the total number of New Shares and Sale Shares, and (ii) an amount of Additional Shares

raising gross proceeds to the Company of maximum NOK 195 million (the "Additional Shares" and,

together with the New Shares and the Sale Shares, the "Offer Shares"), implying a total transaction

size of up to NOK 1,530 million (if full over-allotments are made and the Offer Price is set at NOK 35

per Offer Share). In order to facilitate any over-allotments, Cubera VIII LP (the "Share Lender") is

expected to grant DNB Markets, a part of DNB Bank ASA, (the "Stabilisation Manager"), on behalf of

the Managers, an option to borrow a number of existing shares in the Company equal to the number

of Additional Shares (the "Borrowing Option").

Further, the Stabilisation Manager, on behalf of the Managers, is expected to be granted an option by

the Company to subscribe for and have issued a number of new shares in the Company equal to the

number of Additional Shares at a price per new share equal to the Offer Price (the "Greenshoe

Option"), to cover short positions resulting from any over-allotments in the Offering. The Greenshoe

Option may be exercised, in whole or in part, by the Stabilisation Manager, on behalf of the Managers,

within 30 days commencing at the first day of the Listing. Any net profit from any stabilization activities

shall be for the benefit of the Company.

In connection with the Offering, lock-up undertakings have been entered into between the Managers

and the Company, certain primary insiders, certain shareholders (both major shareholders and

employee shareholders) and with the sellers of Backstube (who shall, jointly, receive new shares in

the Company for an approximate amount of NOK 378 million following completion of the Offering),

for periods ranging from 3 – 24 months. The co-founders (CEO and Chairman) have in their

employment agreements with the Company agreed not to sell shares in the Company for a period of

2 years from the IPO (but not longer than 12 months following a termination notice from the Company

of their respective employment agreement). In total, lock-up undertakings for approximately 96% of

the existing shares, including the shares expected to be issued to the sellers of Backstube) will be

entered into with the Managers prior to the commencement of the Offering. The lock-up agreements

are subject to certain exemptions, which will be described in the Prospectus (as defined below).

If all Offer Shares offered in the Offering are issued and sold, and assuming full over-allotment and full

exercise of the Greenshoe Option, the free float in the Company's shareholding following completion

of the Offering will be approximately 50% if the final Offer Price is set at the lowest point of the

Indicative Price Range, or approximately 47% if the final Offer Price is set at the highest point of the

Indicative Price Range.

Offering details

The Offering consists of:

• An Institutional Offering, in which Offer Shares are being offered to; (i) institutional and

professional investors in Norway, Sweden, Denmark and Finland, (ii) investors outside of

Norway, Sweden, Denmark, Finland, and the United States, subject to applicable exemptions

from prospectus and registration requirements being available, and (iii) investors in the

United States who are Qualified Institutional Buyers ("QIBs") in transactions exempt from

registration requirements under the U.S. Securities Act. The Institutional Offering is subject to

a lower limit per application of NOK 2,000,000; and

• A Retail Offering, in which Offer Shares are being offered to the public in Norway, Sweden,

Denmark, and Finland and sold at the same price as in the Institutional Offering. The Retail

Offering is subject to a lower limit per application of NOK 10,500 and an upper limit per

application of NOK 1,999,999 for each investor. Investors who intend to place an order in

excess of NOK 1,999,999 must do so in the Institutional Offering. Multiple applications by one

applicant in the Retail Offering will be treated as one application with respect to the maximum

application limit.

Approval and publication of the Prospectus

The prospectus for the IPO (the "Prospectus") is expected to be approved by the Financial Supervisory

Authority of Norway on or about 14 May 2024. Further details of the IPO and the terms and conditions

of the Offering will be set out in the Prospectus. The Prospectus and the application form for the Retail

Offering will, subject to regulatory restrictions in certain jurisdictions, be available at

www.carnegie.no/ongoing-prospectuses-and-offerings, www.dnb.no/emisjoner,

www.sb1markets.no/en/transactions and at the websites of the Company, www.jordanes.no.

In addition, the Prospectus may be obtained at the websites of Nordnet (acting as placing agent for

the Offering) at the following addresses; www.nordnet.no, www.nordnet.se, www.nordnet.dk and

www.nordnet.fi.

The Prospectus is expected to be published on the date of approval of the Prospectus, and in any case

prior to commencement of the bookbuilding and application period for the Offering.

Hard copies of the Prospectus may be obtained free of charge by contacting one of the Managers.

Timeline and offer period

The bookbuilding period for the Institutional Offering (the "Bookbuilding Period") is expected to

commence at 09:00 hours (CEST) on 15 May 2024, and close at 14:00 hours (CEST) on 24 May 2024.

The application period for the Retail Offering (the "Application Period") is expected to commence at

09:00 hours (CEST) on 15 May 2024, and close at 12:00 hours (CEST) on 24 May 2024. The Bookbuilding

Period and the Application Period may be extended at any time, but may in no event be extended

beyond 14:00 hours (CEST) on 7 June 2024. In the event of an extension of the Bookbuilding Period

and the Application Period, the allocation date, the payment due date and the date of the Listing will

be changed accordingly.

The final number of Offer Shares and the Offer Price will be set by the Company's Board of Directors,

in consultation with the Managers, following the expiry of the Bookbuilding Period.

Conditions for completion of the Offering

Completion of the IPO is conditional upon the Oslo Stock Exchange approving the Listing application,

and the satisfaction of any conditions for admission to trading set by the Oslo Stock Exchange. The

Company's Listing application will be discussed by the Oslo Stock Exchange on 21 May 2024.

An approval of the Company's Listing application is expected to be subject to the following conditions;

(i) the Company having a minimum of 500 shareholders, each holding shares with a value of more

than NOK 10,000, (ii) the Company satisfying the applicable free float requirement for its shares, (iii)

that the Company's shares are freely transferable and in one class of ordinary shares. There can be no

assurance that the Oslo Stock Exchange will approve the Company's Listing application or that the

Company will satisfy any conditions to such approval.

With regards to free transferability and share class, a general meeting of the Company's shareholders

will, subject to completion of the Offering, resolve to consolidate the two current share classes into

one class of ordinary shares and the shareholders of the Company will agree to terminate the current

shareholders' agreement for the Company and thereby ensure free transferability of the Company's

shares.

Completion of the IPO is otherwise only conditional upon (i) the Company, in consultation with the

Managers, having approved the allocation of the Offer Shares to eligible investors following the

bookbuilding process in the Institutional Offering, (ii) the Board of Directors resolving to proceed with

the Offering, (iii) an extraordinary general meeting of the Company resolving to issue the New Shares,

and (iv) the Company, the Selling Shareholder, the Share Lender and the Managers having entered

into a placing agreement (which will also include provisions regarding the Borrowing Option and the

Greenshoe Option, as described in the Prospectus, and the placing agreement remaining in full force

and effect in accordance with its terms and conditions. There can be no assurance that these

conditions will be satisfied. If the conditions are not satisfied, the IPO may be revoked or suspended

prior to the first day of the Listing.

Advisors

Carnegie AS, DNB Markets, a part of DNB Bank ASA, Joh. Berenberg, Gossler & Co. KG and Sparebank

1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in the IPO (jointly, the

"Managers").

Houlihan Lokey EMEA, LLP is acting as independent IPO advisor to the Company in connection with

the IPO.

Advokatfirmaet CLP DA is acting as legal advisor to the Company, and Advokatfirmaet Thommessen

AS is acting as legal advisor to the Managers.

For further information, please contact:

Nikolai Steinfjell, CFO

+47 97 54 47 12

nikolai.steinfjell@jordanes.no

Sofie Oraug-Rygh, Director Communication, public affairs and ESG

+47 97 77 24 83

sofie.rygh@jordanes.no

About Jordanes

Jordanes is an established Scandinavian brand house focusing on everyday products and services. The

Group owns and operates brands that reach the consumer across multiple channels and occasions

throughout the day. The Group operates across four business segments: Branded Foods, Casual

Dining, Fitness & Beauty, and International Brands. In 2023, the Group had Revenue of NOK 6,466

million, approximately 2,700 employees, and 9 factories across Scandinavia.

IMPORTANT INFORMATION

United States

These materials may not be published, distributed or transmitted in the United States, Canada, Australia, the Hong Kong

Special Administrative Region of the People’s Republic of China, Switzerland, South Africa or Japan. These materials do not

constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of Jordanes ASA (the

"Company") in the United States, Norway or any other jurisdiction. The Shares of the Company may not be offered or sold

in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended

(the "Securities Act"). The Shares of the Company have not been, and will not be, registered under the Securities Act. Any

sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional

buyers" as defined in Rule 144A under the Securities Act.

European Economic Area

Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company

orselling security holder, once published, and that will contain detailed information aboutthe Company and its management,

as well as financial statements.

These materials are an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended

(together with any applicable implementing measures in any Member State, the "Prospectus Regulation"). Investors should

not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.

In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory

Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus

Regulation as implemented in Norway) 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 Article (e) of the

Prospectus Regulation ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without

the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in such EEA

Member State.

United Kingdom

In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are

investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)

Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth

companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These

materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant

Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will

be engaged in only with Relevant Persons.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are

statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue",

"estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this

release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the

Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to

significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could

cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking

statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its

date, and are subject to change without notice.

The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO

will proceed and that the listing will occur.

This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the

Company and no one else and will not be responsible to anyone other than the Company for providing the protections

afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters

referred to herein.

Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of

this announcement and none of them accepts any responsibility for the contents of this announcement or any matters

referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of

independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the

Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this

announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to

update, review or revise any statement contained in this announcement whether as a result of new information, future

developments or otherwise.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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 information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to

the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock

exchange release was published by Jørgen Gran, General Counsel, on the time and date provided

Not for distribution in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, Switzerland, South Africa or Japan.