Compulsory acquisition of shares in EcoOnline Holding AS (ECO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG
KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL

Reference is made to the announcement published on 8 September 2022 regarding
the completion of the offer by Erling Bidco AS ("Erling Bidco") for all shares
in EcoOnline Holding AS ("EcoOnline" or the "Company") (the "Offer").
 
The board of directors of Erling Bidco has resolved to carry out a compulsory
acquisition of all remaining shares in the Company (the "Minority Shares"), with
immediate effect, pursuant to the Norwegian Private Limited Liability Companies
Act section 4-26.

The redemption price for each Minority Share offered in the compulsory
acquisition will be NOK 22.75, which corresponds to the offer price pursuant to
the Offer. The full redemption amount has been placed in a separate bank account
in accordance with Section 4-26 of the Norwegian Private Limited Liability
Companies Act.

The rights and ownership of the Minority Shares will automatically be
transferred to Erling Bidco. Accordingly, Erling Bidco will as from the date
hereof own 100% of the shares in the Company.

Any objections to, or rejection of, the offered redemption price must be made no
later than on 9 November 2022. Former shareholders of the Company who do not
object to, or reject, the offered redemption price within this deadline, will be
deemed to have accepted the offered price. A letter regarding the compulsory
acquisition will be sent to all former shareholders of the Company with known
address and whose shares have been acquired by way of the compulsory
acquisition. In addition, the compulsory acquisition will be announced in the
Brønnøysund Register Center's electronic publication. 

Following the compulsory acquisition, Erling Bidco will pursue a delisting of
the shares in the Company from Euronext Growth Oslo. A separate stock exchange
announcement will be published regarding such delisting.

For more information, please refer to the Offer Document dated 13 June 2022,
prepared by the Erling Bidco in connection with the Offer. The Offer Document is
available, subject to regulatory restrictions in certain jurisdictions, at the
website of SEB
(https://sebgroup.com/our-offering/prospectuses-and-downloads/prospectuses/ecoon
line).

Skandinaviska Enskilda Banken AB (publ) Oslo Branch is acting as receiving agent
for the Offer. William Blair International Limited is acting as financial
adviser to Erling Bidco. Kirkland & Ellis International LLP and Advokatfirmaet
Wiersholm AS are acting as legal advisors to Erling Bidco.

Arma Partners LLP is acting as exclusive financial advisor to the Company.
Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company.

CONTACTS
-	EcoOnline: Siw Ødegaard, CFO and Head of IR at EcoOnline, [phone],
[e-mail]
-	Luke Charalambous, Communications Manager at Apax, [phone],
[e-mail] 

About EcoOnline: 
EcoOnline is an EHS SaaS leader dedicated to developing software creating safer
and sustainable workplaces while ensuring compliance and environmental
sustainability. EcoOnline has offered a positive contribution to customers and
society since its inception and has a large, loyal customer base in the Nordics,
the UK, Ireland, US and many other countries. The Company also has a clear
history of successfully acquiring and integrating companies with same level of
employee engagement as EcoOnline.

About Erling Bidco:
Erling Bidco is a limited liability company indirectly wholly owned by Apax
Funds. Apax is a leading global private equity advisory firm. For more than 50
years, Apax has worked to inspire growth and ideas that transform businesses.
The firm has raised and advised funds with aggregate commitments of more than
$60 billion. The Apax Funds invest in companies across four global sectors of
tech, services, healthcare, and internet/consumer. Apax Funds provide long-term
equity financing to build and strengthen world-class companies.

****

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, New Zealand,
South Africa, Hong Kong and Japan. Erling Bidco does not assume any
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 in Norway. 

Disclaimers
William Blair International Limited, which is regulated by the Financial Conduct
Authority in the United Kingdom, is acting as financial adviser to Erling Bidco
and no-one else in connection with the Offer, will not regard any other person
as a client in relation to the Offer and will not be responsible to anyone other
than Erling Bidco for providing the protections afforded to clients of William
Blair International Limited or its affiliates, nor for providing advice in
relation to the Offer or any other matters referred to in the Offer Document.
None of William Blair International Limited, any of its affiliates, nor its or
their respective directors, officers, partners or employees owe or accept any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of William Blair International
Limited, in connection with the Offer, the Offer Document, any statement
contained therein, or otherwise.

Notice to U.S. Holders 
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.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 the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer is made to holders of Shares resident in the 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 to U.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 is made by Erling Bidco and no
one else. The Offer is made to U.S. Holders pursuant to Section 14(e) and
Regulation 14E under the U.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 under U.S. domestic
tender offer procedures and law. 

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, Erling
Bidco and its affiliates or brokers (acting as agents for Erling Bidco 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 outside the 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 in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to Erling Bidco
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such
securities. 

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the 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 the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

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