NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINTHE UNITED STATES ,CANADA ,AUSTRALIA ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.Oslo ,22 December 2023 : Reference is made to the announcement made on29 November 2023 byFerd AS and Tjaldur Holdco II AS (together, the "Investors"), acting through Minerva Topco AS (the "Offeror"), regarding the issuance of an offer document (the "Offer Document") and the start of the acceptance period (the "Offer Period") for the tender cash offer to acquire all outstanding shares (the "Shares") ofMintra Holding AS ("Mintra" or the "Company") not already owned by the Investors or to which the Offeror is otherwise entitled, at a price ofNOK 3.50 per Share (the "Offer"). Reference is further made to the announcement on18 December 2023 regarding the results of the Offer, and the settlement notification announced on20 December 2023 . The Offeror hereby announces that the Offer has been completed and that settlement of the Offer has been made pursuant to the terms set out in section 2.10 "Settlement" of the Offer Document. The Receiving Agent (as defined below) has made payments of the Offer Price to shareholders who have accepted the Offer, whom are expected to receive the settlement amount on their respective bank accounts on or about27 December 2023 . Furthermore, upon completion of the Offer, the Offeror has resolved to increase the share capital by issuance of new shares in the Offeror at the Offer Price to the Investors; members of the Company's management; and employees of Mintra who are shareholders of the Company, in exchange for their Shares in Mintra (the "Share Contribution"). See section 3.2 of the Offer Document for further details. As of settlement of the Offer, the Offeror holds 10,285,529 Shares (~4.6%) and will hold 10,608,231 Shares, representing ~4.7% of the outstanding Shares and voting rights in the Company, subject to customary processing of settlement. Following registration of the share capital increase pertaining to the Share Contribution, the Offeror will hold 188,947,672 Shares, representing ~84.4% of the outstanding Shares and voting rights in the Company. For more information, please refer to the Offer Document which is available on https://www.nordea.com/en/our-services/mintra, subject to regulatory restrictions in certain jurisdictions. MANDATORY NOTIFICATIONS OF TRADE In connection with the Offer and the Share Contribution, the following primary insiders of Mintra and close associates have and will complete the following transactions at the Offer Price: (i) Minerva Topco AS, a close associate of Board Members RúniM. Hansen (chair) and Nils Jegstad, has acquired 10,608,231 Shares upon settlement of the Offer and will receive 178,339,441 Shares in the Share Contribution; (ii) Tjaldur Holdco II AS, a company ultimately controlled by funds managed by the industrial holding companyP/F Tjaldur and close associate of Board Members RúniM. Hansen (chair) and Nils Jegstad, will transfer 83,984,625 Shares to Minerva Topco AS in the Share Contribution; (iii)Kevin Short , Chief Executive Officer, will transfer 2,089,086 Shares to Minerva Topco AS in the Share Contribution; (iv)Gareth Gilbert , Chief Operating Officer, will transfer 1,560,526 Shares to Minerva Topco AS in the Share Contribution; (v)Siren Berge , Chief Technology Officer, will transfer 1,522,744 Shares to Minerva Topco AS in the Share Contribution; (vi)Kjetil Flood , Chief Commercial Officer, will transfer 133,304 Shares to Minerva Topco AS in the Share Contribution; (vii) Jostein R. H. Hufthammer, Chief Financial Officer, will transfer 110,000 Shares to Minerva Topco AS in the Share Contribution; (viii)Ketil Toska , employee representative on the Board, will transfer 371,007 Shares to Minerva Topco AS in the Share Contribution; (ix)Tom Ormberg , observer (employee representative) on the Board, will transfer 75,000 Shares to Minerva Topco AS in the Share Contribution; and (x)Silje Marie Opsal , deputy employee representative on the Board, will transfer 9,729 Shares to Minerva Topco AS in the Share Contribution. Following the above transfers in the Share Contribution, none of the Investors or the persons listed in (iii) to (x) will hold any Shares directly in the Company, only indirectly through shareholdings in the Offeror. Please see the attached forms in accordance with article 19 of the Market Abuse Regulation. * * * ADVISORSNordea Bank Abp , filial i Norge, is acting as receiving agent and financial advisor to Ferd and Tjaldur in connection with the Offer (the "Receiving Agent").Wikborg Rein Advokatfirma AS is acting as legal advisor to Ferd andAdvokatfirmaet CLP DA is acting as legal advisor to Tjaldur. For further queries, please contact:Gustav Martinsen , Chairman, Minerva Topco AS, +47 957 39 240 Nils Jegstad, Board member, Minerva Topco AS, +47 971 34 058 ABOUT MINTRA Mintra is the provider of global solutions for digital learning, competence and workforce management, primarily for energy, maritime and safety-critical industries. Mintra's portfolio of digital products includes workforce planning, training and skills management. More than 4,100 enterprises trust the company to improve security, increase efficiency and reduce costs. Mintra is an employer of choice and its global team prides itself on the culture of collaboration and exploration to enable the delivery of innovation to its customers. Mintra is headquartered inBergen, Norway , with offices and operations to support the delivery of on- and offline services to its global customers 24/7. ABOUT FERD Ferd is a Norwegian family-owned investment company owned by the fifth and sixth generations of the Andresen family. Ferd is committed to creating enduring value and leave clear footprints through ownership of businesses and investments in financial assets. For Ferd, value creation is about generating more than just a financial return. It is also about making a positive contribution to the growth and development of society and protection of our environment. Ferd's wide-ranging activities encompass active ownership and corporate development at private and listed companies, investment in financial assets, real estate development, investment via external managers, impact investing and social entrepreneurship. ABOUT TJALDUR Tjaldur is an industrial holding company registered in theFaroe Islands and focuses its investments in companies in the North Atlantic. Tjaldur has comprehensive operating experience and industrial insight doing business in the Energy and Marine industry and invests in companies with improvement potential and the possibility for international growth. Tjaldur is an active owner and focuses on long term sustainable growth. * * * This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation (EU) 596/2014 article 19 number 3 and section 5-12 of the Norwegian Securities Trading Act. * * * IMPORTANT NOTICE 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 form 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 andJapan . The Offeror 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 inNorway .Nordea Bank Abp , filial i Norge is acting as financial adviser to Ferd and Tjaldur and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Ferd and Tjaldur for providing the protection afforded to clients of Nordea, nor for providing advice in relation to the Offer. Notice toU.S. HoldersU.S. Holders (as defined below) are advised that the Shares are not listed on aU.S. securities exchange and that the Company is not subject to the periodic reporting requirements of theU.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 theU.S. Securities and Exchange Commission (the "SEC ") thereunder. The Offer will be made to holders of Shares resident inthe 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 toU.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 will be made by the Offeror and no one else. The Offer is made toU.S. Holders pursuant to Section 14(e) and Regulation 14E under theU.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable underU.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under theU.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror 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 outsidethe 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 inNorway , such information will be disclosed by means of an English language press release via an electronically operated information distribution system inthe United States or other means reasonably calculated to informU.S. Holders of such information. In addition, the financial adviser to Ferd and Tjaldur or its respective affiliates may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. Neither theSEC nor any securities supervisory authority of any state or other jurisdiction inthe 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 theSEC or any securities supervisory authority inthe United States . Any representation to the contrary is a criminal offence inthe United States .
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