Chess Growthco LLC agreed to acquire Play Magnus AS (OB:PMG) for approximately NOK 800 million on August 24, 2022. Under the terms, NOK 13.00 per share will be paid in form of cash and/or share consideration. As of December 16, 2022 Chess Growthco LLC launched a compulsory acquisition. MagnusChess AS, Apoletto Ltd./Breakthrough Initiatives Ltd., Investinor Direkte AS, LT Holdings Ltd, Idekapital AS and Espen Agdestein AS, owning approximately 8.5%, 8.5%, 8.3%, 8.1%, 2.3% and 1.7% of the PM Shares, respectively, and in aggregate approximately 37.38% of Play Magnus' share capital, have irrevocably undertaken to accept the offer. The offer is not subject to any financing condition. Transaction is conditional on obtaining minimum acceptance level of 90% of the share capital of Play Magnus Group, regulatory approvals. The Board unanimously recommends an offer from Chess.com. As of November 30, 2022, the regulatory approvals have been satisfied. Offer is expected to launch no later than September 7, 2022. The offer period starts from September 7, 2022 and will end on October 5, 2022, subject to extension. As of October 6, 2022 extension of the initial acceptance period for the Offer to November 2, 2022. As of now, subject to customary verifications of acceptances, the Offeror has received acceptances under the Offer for a total of 49.611814 million shares, equivalent to approximately 80.7% of the issued and outstanding share capital and voting rights of the Play Magnus Group. As of November 3, 2022 Chess Growthco LLC has received acceptances under the Offer for a total of 55.547661 million shares, equivalent to approximately 90.39% of the issued and outstanding share capital and voting rights of Play Magnus Group and the Chess Growthco LLC hereby announces an initial extension of the long stop date from November 24, 2022 to December 15, 2022. As of November 3, 2022, the Offeror has received acceptances of minimum tender under the offer for a total of 55,547,661 shares, representing approximately 90.39% of Play Magnus Group and long stop date has been extended until December 8, 2022, in order to facilitate the ongoing regulatory review of the transaction related to the offer.

Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wikborg Rein Advokatfirma AS are acting as legal advisors to the Chess.com. ABG Sundal Collier ASA and Houlihan Lokey are acting as financial advisors and Advokatfirmaet Thommessen AS as legal advisor to Play Magnus Group. SEB Corporate Finance, Skandinaviska Enskilda Banken AB (publ) acted as financial advisor and receiving agent to Chess.com.