2022 no. 8 - Ahlsell to acquire 75.49% of the shares in Sanistål by conditional share purchase agreements with major shareholders and make a voluntary, recommended offer to the minority shareholders of Sanistål - Seite 3

After publication of the offer document, the Board of Directors of Sanistål will publish a statement on its position on the Offer, and the background for its recommendation. The Board of Directors recommends Saniståls minority shareholders to read this statement, before deciding whether to accept the Offer.

Sanistål had 3,372 registered shareholders on 31 March 2022.

Purchase agreements with Major Shareholders

Four Major Shareholders – Danske Bank A/S, Nordea Bank Abp, Jyske Bank A/S and Nykredit Bank A/S – have, pursuant to conditional share purchase agreements, all agreed to sell their shares to Ahlsell at DKK 58 per share. Combined, the Major Shareholders represent a total of 9,000,909 shares or 75.49% of the voting rights and share capital in Sanistål.

The Major Shareholders became shareholders in connection with the reconstruction of Sanistål in 2011.

Completion of the share purchase agreements is subject to certain conditions, including that necessary approvals by relevant regulatory authorities are obtained

Offer process and conditions

The announcement from Ahlsell concerning its decision to submit the Offer is attached.

As the Offer will not be made for the purpose of obtaining control over Sanistål, the Offer will not be subject to the Executive Order no. 636 of 15 May 2020 on takeover bids (the "Takeover Order"). The terms and conditions of the Offer will be set out in an offer document to be published by Ahlsell no later than two weeks after the publication of this announcement.

The Offer will be subject to customary conditions, including a requirement that the necessary regulatory approvals be obtained.

Sanistål’s guidance for 2022 and other matters

Sanistål is guiding for revenue of approximately DKK 3.6 billion in 2022 and an EBITDA result of DKK 225-255 million before special items. The guidance was upgraded on 9 May 2022 as market demand was better than expected, and Sanistål has been able to raise its selling prices to match the price increases from suppliers of a number of raw materials and finished goods, including steel.

In April 2022, Sanistål sold its domicile property in Aalborg with an accounting gain of around DKK 34 million, which is recognised as special items in 2022. Furthermore, the subsidiary Serman & Tipsmark was divested in April 2022. Profit from discontinued operations (Serman & Tipsmark) for 2022 is expected to be around DKK 1.8 million after tax.