Athena Investments A/S : Statement by the Board of Directors

Voluntary public offer - Statement by the Board of Directors

Company Announcement No. 17/2020

3 November 2020

As announced in Company Announcement No. 16/2020, on 19 October 2020 Athena Investments A/S ("Athena") received a voluntary public offer from FIDIM SRL ("Fidim") for the acquisition of all shares in Athena.

The Board of Directors of Athena have reviewed the offer from Fidim together with relevant advisers.

The analysis and conclusions of the Board of Directors of Athena are included in an annex to this Company Announcement.

The Board of Directors

Contact:

Peter Høstgaard-Jensen, Chairman of the Board of Directors, Tel: [phone]

Francesco Vittori, CEO, Tel: [phone]

Athena Investments A/S - Harbour House, Sundkrogsgade 21, DK - 2100 Copenhagen - Denmark www.athenainvestments.com

ATHENA INVESTMENTS A/S

Harbour House, Sundkrogsgade 21 | 2100 Copenhagen | Denmark | tel [phone] | fax [phone]

Company Reg. No. and VAT No. DK 36 69 69 15 | www.athenainvestments.com

Statement by the Board of Directors

APPENDIX TO COMPANY ANNOUNCEMENT NO. 17/2020

OVERALL STATEMENT BY THE BOARD OF DIRECTORS OF ATHENA INVESTMENTS A/S PERTAINING TO THE OFFER MADE BY FIDIM SRL ON 19 OCTOBER 2020

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Statement by the Board of Directors

TABLE OF CONTENT
1.	INTRODUCTION	4
1.1	The offer	4
1.2	The Offeror	6
1.3	Background for the Offer and strategic plans	6
1.4	Contractual clauses triggered by an acceptance of the Offer	7
1.5	Purpose of this statement	7

2.	THE BOARD OF DIRECTORS' ANALYSIS OF THE OFFER	7
2.1	Athena's history and business	7
2.2	Corporate matters	8
2.3	Key financial figures and financial guidance	8
2.4	Athena's prospects for the financial year 2020	12

3. THE BOARD OF DIRECTORS' ASSESSMENT OF ADVANTAGES AND DISADVANTAGES OF

	THE OFFER	13
3.1	The Offer Price	13
3.2	Advantages to the Shareholders	14
3.3	Disadvantages to the Shareholders	14
3.4	Effects of the Offer on the Company's interests and employment situation	14
4.	DISCLOSURE OF CERTAIN INTERESTS	14
5.	RECOMMENDATION TO THE SHAREHOLDERS	15

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Statement by the Board of Directors

Statement by the Board of Directors of Athena Investments A/S (the "Board of Directors") in accordance with section 22 of the Executive Order no. 636 of 15 May 2020 on takeover bids (the "Takeover Order") regarding the voluntary public offer that has been submitted on 19 October 2020 by FIDIM SRL.

1. INTRODUCTION

1.1 The offer

On 15 October 2020, FIDIM SRL ("Fidim" or the "Offeror") announced that Fidim had decided to submit a voluntary public cash offer to the shareholders (the "Shareholders") of Athena Investments A/S ("Athena" or the "Company") (the "Offer"). The Offer was made public on 19 October 2020 on the terms set out in the offer document dated 19 October 2020 (the "Offer Document") prepared by Fidim and approved by the Danish Financial Supervisory Authority.

The Offeror, FIDIM SRL, is a limited liability company incorporated under the laws of Italy on 21 July 1986 and registered with the Trade Register of Milano Monza Brianza Lodi under company registration no. 08432100157 and with its registered address at Via Valosa di Sopra 9, 20900 Monza (MB), Italy. As of the date of the Offer Document, 99.9 per cent of the share capital of the Offeror is held by SPAFID Trust SRL (company registration no. 04625660966) on trust for LR Trust and the remaining 0.1 per cent is held by Società Italiana di Revisione Fiduciaria S.p.A. (company registration no. 01840910150) on behalf of Lucio Rovati and Luca Rovati (members of the board of directors of the Offeror). As of the date of the Offer Document, the Offeror holds no shares or voting rights in Athena directly. However, the Offeror has declared to own 45.93 per cent of the shares in GWM Renewable Energy I S.p.A., which in turn holds indirectly through GWM Renewable Energy II S.r.l. 50.73 per cent of the shares in Athena. Accordingly, the Offeror has an indirect shareholding in Athena corresponding to approximately 23.30 per cent.

Pursuant to the Offer Document, the Offeror is offering to acquire all shares in Athena of a nominal value of DKK 5.00 each (the "Shares") against a consideration of DKK 3.70 in cash per Share (the "Offer Price"), subject to any adjustment pursuant to the terms and conditions of the Offer Document (including for payment of any dividend prior to completion of the Offer).

The Offer is subject to no distributions to shareholders or conclusion of any material agreements with related parties having been made since 22 November 2019 and prior to completion of the Offer which have not been disclosed by the Company in a company announcement prior to publication of the Offeror's decision to submit the Offer. If the Offeror waives this condition to completion, the Offeror reserves the right to reduce the Offer Price to be paid pursuant to the Offer by the amount of such dividend or other distribution per Share on a DKK- for-DKK basis (or equal to the fair market value of any distributions in kind to Shareholders).

Pursuant to the Offer Document, the Offer is valid as of 19 October 2020 and the offer period expires on 25 November 2020 at 23:59 (CET), unless the offer period is extended by the Offeror in accordance with applicable laws, rules and regulations and the Offer Document (the "Offer Period").

The Offer is subject to certain conditions, as set out in the Offer Document (and repeated below), being satisfied or (subject to applicable laws, rules and regulations) waived or reduced in scope by the Offeror. The conditions for completion of the Offer (the "Conditions to Completion") are:

1. That the Offeror on expiry of the Offer Period owning or having received valid and binding acceptance from Shareholders with respect to Shares representing in aggregate more than 90 per cent of the share capital and voting rights of the Company.
2. That since 22 November 2019 and prior to Completion there have been no distribution to shareholders or conclusion of any material agreements with related parties which have not been disclosed by the Company in a company announcement prior to publication of the Offeror's decision to submit the Offer of 15 October 2020.

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