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MVE: 90% acceptance achieved for the recommended cash offer from Coop Norge to the shareholders of MatvareExpressen

MVEPörssitiedote23.06.2026 klo 21.00
NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO
AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement dated 15 June 2026
regarding the recommended voluntary cash offer (the "Offer") by Coop Norge SA
("Coop Norge" or the "Offeror") to the shareholders of MatvareExpressen AS (the
"Company") and the commencement of the acceptance period under the Offer (the
"Offer Period"). The offer price is NOK 267.60 per issued and outstanding share
in the Company.

As at the time of this announcement, and subject to customary verification of
received acceptances, the Offeror has received acceptances, including
pre-acceptances, of the Offer from shareholders of the Company for 1,159,701
shares, representing approximately 90.1% of the issued and outstanding share
capital of the Company on a fully diluted basis. Accordingly, the closing
condition relating to 90% minimum acceptance of the Offer, as set out in section
1.3 ("Offer Conditions") of the offer document dated 15 June 2026 (the "Offer
Document"), has been satisfied.

The Offer Period expires on 29 June 2026 at 16:30 (Norwegian time). The Offeror
does not intend to extend the Offer Period.

Completion of the Offer is conditional upon Regulatory Approval, as set out in
sections 1.3 and 2.5 of the Offer Document. The Offeror has submitted a merger
filing in relation to the Offer, which is being processed by the Norwegian
Competition Authority. A separate stock exchange announcement will be published
once the condition regarding Regulatory Approval has been clarified.

Completion of the Offer is further conditional upon the following Offer
Conditions, as set out in the Offer Document, remaining satisfied or being
waived by the Offeror until settlement of the Offer:
* that the Company's board of directors has not amended, modified or withdrawn
its recommendation of the Offer;
* that there has been no breach of the Company's obligation to conduct its
business in the ordinary course;
* that no Material Adverse Change has occurred and that there has been no
material breach of the transaction agreement by the Company; and
* that no relevant legal proceedings have been instituted or threatened in
connection with the Offer.

As set out in section 2.6 (Compulsory acquisition of Shares) in the Offer
Document, the Offeror intends, if the Offer is completed and subject to the
Offeror owning more than 90% of the total number of issued shares and the
corresponding portion of the voting rights in the Company, to carry out a
compulsory acquisition of the remaining shares in the Company pursuant to
section 4-26 of the Norwegian Private Limited Liability Companies Act. Further,
subject to and following completion of the Offer, the Offeror intends to take
steps to delist the Company's shares from trading on Euronext Growth Oslo as
further described in section 2.7 (Delisting of the Company's Shares from trading
on Euronext Growth Oslo) in the Offer Document.

The Offer may only be accepted in accordance with the Offer Document. Full
details of the Offer, including its terms and conditions, the procedure for how
the Offer may be accepted, and the Board's recommendation of the Offer, are set
out in the Offer Document.

Shareholders of the Company who wish to accept the Offer must complete and
return the acceptance form included in the Offer Document to DNB Carnegie, a
part of DNB Bank ASA, before the expiry of the Offer Period. The Offer Document
is available, subject to regulatory restrictions in certain jurisdictions,
through the following website:

www.dnb.no/markets/aksjer/emisjoner/oversikt-emisjoner/mve-as-viktig-informasjon

For further information, please contact:
Harald Kristiansen, Director of Communications at Coop Norge SA
Email: Harald.Kristiansen@coop.no
Telephone: +47 905 99 726

About Coop Norge
Coop is Norway's second largest grocery retailer and currently has approximately
1,200 grocery stores and DIY stores under the chain concepts Obs, Extra, Coop
Prix, Coop Mega, Coop Marked, Matkroken, Obs BYGG and Coop Byggmix. Coop is
owned by its customers through membership in their local cooperative societiy.
The cooperative societies currently have more than 2.3 million members in total.
The cooperative societies own the central organisation Coop Norge SA, which
performs central joint functions for the cooperative societies.

Important information
The Offer and the distribution of this announcement and other information in
connection with the Offer may be legally restricted in certain jurisdictions.
The Offer Document and the related acceptance form will not and may not be
distributed, forwarded or transmitted to or within any jurisdiction where this
is prohibited under applicable law, including, without limitation, Australia,
Canada, Hong Kong, Japan, New Zealand and South Africa, or any other
jurisdiction where this would be unlawful. Neither the Offeror, the Company nor
any of their respective members, affiliates, directors, officers, advisers or
agents accepts any responsibility if any person breaches such restrictions.
Persons in the United States should read the section "Information to US
shareholders" below. Persons who access this announcement or any other such
information are required to inform themselves of, and comply with, such
restrictions.

This announcement is for information purposes only and is not an offer or an
offer document and, as such, is not intended to constitute or form part of an
offer or solicitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of securities, or a solicitation of any vote or approval in
any jurisdiction, pursuant to the Offer or otherwise. Investors may only accept
the Offer on the basis of the information provided in the Offer Document. The
Offer is not being made, directly or indirectly, in any jurisdiction where an
offer or participation in such offer is prohibited by applicable law, or where
an offer document, registration or other requirements would apply in addition to
those undertaken in Norway.

The Offer is governed by Norwegian law and is made in compliance with the
requirements of Norwegian law. The Offer is not subject to the takeover rules in
chapter 6 of the Norwegian Securities Trading Act, as the Company's shares are
not admitted to trading on a regulated market. The Offer is not a mandatory or
voluntary offer under the Norwegian takeover rules in chapter 6 of the Norwegian
Securities Trading Act. The Offer Document has not been reviewed or approved by
the Norwegian Financial Supervisory Authority, Euronext Oslo Børs or any other
regulatory authority or exchange. The Offer may only be accepted in accordance
with the terms and procedures set out in the Offer Document, which sets out the
complete terms and conditions of the Offer, including procedures for accepting
the Offer.

Forward-looking statements
This announcement, oral statements regarding the Offer and other information
published by the Offeror may contain certain statements about the Company, the
Offeror and their respective affiliates and businesses, as well as the timetable
and procedures relating to the Offer and potential changes to the Offer, which
are or may be forward-looking statements. Such forward-looking statements are
subject to a number of risks and uncertainties, many of which are beyond the
Offeror's control, and all of which are based on the Offeror's current beliefs
and expectations about future events.

Forward-looking statements are typically identified by the use of
forward-looking terminology such as "believes", "expects", "may", "will",
"could", "should", "intends", "estimates", "plans", "assumes" or "anticipates",
or the negative form of such expressions or other variations thereof or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. Examples of forward-looking statements include, among others,
statements regarding the Company's or the Offeror's future financial position,
revenue growth, assets, business strategy, leverage, payment of dividends,
expected growth levels, expected costs, estimates of capital expenditure and
plans and objectives for future operations, as well as other statements that are
not historical facts. Forward-looking statements are by their nature subject to
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future. These events and circumstances include changes in
global, political, economic, business, competitive, market and regulatory
conditions, future exchange and interest rates, changes in tax rates and future
business combinations or disposals. If one or more of these risks or
uncertainties materialise, or if one or more of the assumptions prove incorrect,
actual results may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be considered in
light of such factors. Neither the Company, the Offeror nor any of their
respective members, affiliates, directors, officers, advisers or agents gives
any representation, assurance or guarantee that the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Given these risks and uncertainties, potential investors should not place
reliance on forward-looking statements.

Any forward-looking statement made herein speaks only as of the date on which it
is made. The Company and the Offeror disclaim any obligation or undertaking to
publish updates or revisions to forward-looking statements in this announcement
to reflect changes in expectations with regard to such statements or changes in
events, conditions or circumstances on which such statements are based.

No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit
estimate, and no statement in this announcement shall be interpreted to mean
that earnings or earnings per share for the current or future financial years
will necessarily equal or exceed historical published earnings or earnings per
share.

Information to US shareholders
Shareholders in the United States ("US shareholders") are advised that the
shares are not listed on a US trading venue, that the Company is not subject to
the periodic reporting requirements of the U.S. Securities Exchange Act of 1934,
as amended (the "U.S. Exchange Act"), and that the Company is not required to,
and does not, file reports with the U.S. Securities and Exchange Commission
under that act. The Offer is made for the issued and outstanding shares of the
Company, a company incorporated under the laws of Norway, and is subject to
Norwegian disclosure and procedural requirements, which may differ from
corresponding requirements in the United States.

The Offer is made to US shareholders as a "Tier I" offer under the U.S. Exchange
Act, to the extent applicable and subject to available exemptions, and otherwise
in accordance with Norwegian disclosure and procedural requirements, including
with respect to the timetable for the Offer, settlement procedures and timing of
payments, which may differ from requirements or procedures relating to US
domestic offers. The Offer is made to US shareholders on the same terms and
conditions as those applicable to all other shareholders to whom the Offer is
made. Any information document, including the Offer Document, is distributed to
US shareholders in a manner comparable to the method by which such documents are
made available to the Company's other shareholders receiving the Offer. The
Offer is made by the Offeror and no one else. US shareholders are encouraged to
consult their own advisers regarding the Offer.

To the extent permitted by applicable law or regulation, the Offeror and its
affiliates or brokers, acting as agents for the Offeror or its affiliates, may
from time to time while the Offer is pending, and otherwise than pursuant to the
Offer, directly or indirectly purchase or agree to purchase shares or securities
that may be converted into, exchanged for or exercised for such shares outside
the United States, provided that such purchases or agreements comply with
applicable Norwegian law and practice. Such purchases may be made either in the
open market at prevailing prices or in private transactions at negotiated
prices. To the extent information about such purchases or agreements to purchase
is made public in Norway, such information will be disclosed by press release
through an electronic information distribution system reasonably available to
inform US shareholders of such information. In addition, advisers to the Offeror
or the Company may engage in ordinary course trading in the Company's
securities, which may include purchases or agreements to purchase such
securities, provided that such purchases or agreements comply with applicable
law. To the extent required in Norway, information about such purchases will be
disclosed in accordance with Norwegian law.

Neither the U.S. Securities and Exchange Commission nor any US state securities
commission has approved or disapproved the Offer, passed upon the fairness or
merits of the Offer, or expressed any view as to whether the information in this
announcement is sufficient, accurate or complete. Any representation to the
contrary is a criminal offence in the United States.

It may be difficult for the Company's shareholders to enforce their rights and
any claims they may have under US federal securities laws in connection with the
Offer, as the Offeror and the Company are located in jurisdictions outside the
United States, and some or all of their respective officers and directors may be
resident in jurisdictions outside the United States. The Company's shareholders
may not be able to sue the Offeror or the Company or their respective officers
or directors in a court outside the United States for violations of US federal
securities laws. It may be difficult to compel the Offeror and the Company and
their respective affiliates to submit to a judgment of a US court.
t in jurisdictions outside the United States. The Company's shareholders\
may not be able to sue the Offeror or the Company or their respective officers\
or directors in a court outside the United States for violations of US federal\
securities laws. It may be difficult to compel the Offeror and the Company and\
their respective affiliates to submit to a judgment of a US court.\