Fulfilment of Regulatory Approvals Condition and Settlement Notification for Voluntary Offer in Adevinta Asa

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

24 April 2024

Reference is made to the offer document dated 22 December 2023 (the "Offer Document") for the voluntary offer for all issued and outstanding ordinary class A shares (the "Shares") in Adevinta ASA ("Adevinta" or the "Company") (such offer, the "Offer") by Aurelia Bidco Norway AS (the "Offeror"). Reference is further made to the stock exchange announcements dated 12 February 2024 and 22 February 2024 regarding the final results of the voluntary offer respectively, whereby the Offeror announced that the condition for completion of the Offer relating to "Minimum Acceptance", as set out in section 3.3 (i) (Closing Conditions) of the Offer Document, has been satisfied. 

The Offeror hereby announces that the conditions set out in the Offer Document under section 3.3 (Closing Conditions) (i), (ii) and (iii), including the receipt of all required regulatory approvals, as set out in section 3.8 (Regulatory Approvals), have been satisfied. Accordingly, this announcement constitutes the "Settlement Notification" pursuant to section 3.5 and 3.10 of the Offer Document. 

Settlement of the Offer will, subject to applicable law, remain subject to the following Closing Conditions: (iv) "Ordinary conduct of business", (v) "No material breach", (vi) "No legal action" and (vii) "No Material Adverse Change", as set out in section 3.3 (Closing Conditions), until settlement of the Offer. 

In accordance with section 3.5 (Announcements and amendments to the Offer) of the Offer Document, the Offeror hereby announces that the settlement of the Offer is expected to be made to shareholders having accepted the offer (each such shareholder an "Accepting Shareholder") on 29 May 2024. 

Each Accepting Shareholder who has elected to receive cash consideration (the "Cash Consideration") will receive NOK 115 per Share paid in cash. Settlement of the Cash Consideration will be made in accordance with Section 3.10.1 of the Offer Document. 

Each Accepting Shareholder who has chosen to receive depository receipts (the "Depository Receipts") representing shares in an indirect parent company of the Offeror (the "Issuer"), by way of opting for the 100% Share Alternative (as defined in the Offer Document) or the 50% Share Alternative (as defined in the Offer Document), will receive such Depository Receipts representing the same number of shares in the Issuer by way of entering into a subscription and issuance agreement between the Dutch foundation issuing the Depository Receipts (the "Foundation") and the Accepting Shareholder, and by the relevant Accepting Shareholders being listed as holder of the relevant number of Depository Receipts in the register of depository receipts of the Foundation.