Recommended Voluntary Cash Offer to Acquire all Shares in NextGenTel Holding ASA - Seite 2

The offer will be subject to the following conditions:

(i)       The offer shall on or prior to the expiration of the offer period have been accepted by shareholders representing (when taken together with any shares acquired or agreed to be acquired by Telecom Holding 3 AS other than through the offer) more than 90% of the issued and outstanding share capital and voting rights of NextGenTel on a fully diluted basis;

(ii)      All permits, consents and approvals required under applicable competition law for the completion of the offer shall have been obtained and any applicable waiting periods shall have expired or lapsed, in each case without conditions;

(iii)     No court or other governmental or regulatory authority of competent jurisdiction shall have taken or threatened to take any form of legal action (whether temporary, preliminary or permanent) that will or might restrain or prohibit the consummation of the offer;

(iv)     Following the date of this announcement, NextGenTel shall, other than with the prior written consent of Telecom Holding 3 AS, in all material respects have conducted its business in the ordinary course and in accordance with applicable laws, regulations and decisions of competent governmental and regulatory authorities;

The offer will be financed by a combination of equity and committed external debt financing. The offer will not contain any conditions as to financing or due diligence.

The complete details of the offer, including all terms and conditions, will be contained in an offer document to be sent to NextGenTel's shareholders following review and approval by Oslo Børs pursuant to Chapter 6 of the Norwegian Securities Trading Act. The offer period is expected to start in the week beginning on 25 February 2019 and is expected to be three weeks from the date of approval of the offer document, subject to extension by Telecom Holding 3 AS. Shareholders are urged to read the offer document when it is available because it will contain important information.

The recommendation from the board of directors of NextGenTel will be included in the offer document. The recommendation from the board of directors of NextGenTel will not be a formal statement made pursuant to sections 6-16 and 6-19 of the Norwegian Securities Trading Act. NextGenTel will in consultation with Oslo Børs engage an independent third party to give such a statement on its behalf.