NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA ,CANADA ORJAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.Oslo ,1 November 2022 Reference is made to the announcement dated28 September 2022 byVisma Holding Norge AS (the "Offeror" and together with theVisma group, "Visma ") of the issue of the offer document (the "Offer Document") and the start of the offer period (the "Offer Period") for the recommended voluntary cash offer (the "Offer") to acquire all outstanding shares (the "Shares") inHouse of Control Group AS (the "Company") at an offer price ofNOK 11.20 per Share. Reference is further made to the announcement dated31 October 2022 regarding the last day of the Offer Period. The Offer Period expired at 16.30 hours CET on31 October 2022 . As of the expiry of the Offer Period and subject to final verification of acceptances, the Offeror had received acceptances under the Offer for 55,858,296 Shares, equivalent to approximately 97.83% of the share capital and votes in the Company. Consequently, the closing condition for the Offer relating to minimum acceptances, as set out under item 1.6 (i) of the Offer Document, is thereby fulfilled. As of the date of this announcement, the Offeror's is awaiting regulatory approval, as set out under item 1.6 (iii) of the Offer Document. A separate announcement will be made once the regulatory approval condition is concluded. The Offer further remains subject to the following closing conditions being fulfilled until settlement of the Offer: - that the Company's board of directors has not amended, modified or withdrawn its recommendation of the Offer; - that the Company has conducted its business in the ordinary course; - that no material adverse change and no material breach of the transaction agreement by the Company have occurred; and - That no relevant legal action in relation to the Offer has been made or treated to be made, which is not acceptable to the Offeror. For more information, please refer to the Offer Document dated28 September 2022 prepared by the Offeror in connection with the Offer. The Offer Document is available at www.danskebank.no/HOC. Danske Bank Norwegian Branch is acting as financial advisor and receiving agent andAdvokatfirmaet Wiersholm AS is acting as legal advisor toVisma . AboutVisma :Visma is a leading provider of mission-critical business software for a more efficient and resilient society. By simplifying and automating the work of companies and organisations of all sizes,Visma aims to improve people's everyday lives.Visma currently has 15,000 employees, over 1.3 million customers across the Nordics, Benelux, Central andEastern Europe andLatin America , generating revenues ofEUR 2.1 billion in 2021. 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 forms 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 andJapan . The Offeror and the Company assume no 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 . 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 II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer 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 though means reasonably calculated to informU.S. Holders of such information. In addition, the financial advisor to the Offeror 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 may constitute a criminal offence inthe United States .
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