Company announcement no. 252

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 4 September 2024

Reference is made to previous stock exchange announcements regarding a
recommended voluntary offer (the "Offer") from Olympus BidCo AS (the "Offeror")
to acquire all outstanding B- and C- class shares in ECIT AS (the "Company"). 

The Offeror hereby announces the launch of the Offer pursuant to an offer
document dated 4 September 2024 (the "Offer Document"). The complete terms and
conditions for the Offer, including a description of the procedures for
accepting the Offer, are set out in the Offer Document. The offer period in the
Offer will commence today 4 September 2024 and expire at 16:30 (Oslo time) on 1
October 2024, subject to extension as further described in the Offer Document.

The board of directors of the Company (the "Board") has unanimously resolved to
recommend the Offer. The Board has, as part of the basis for its considerations,
obtained a fairness opinion on the Offer from Skandinaviska Enskilda Banken AB
(publ) (Oslo Branch) (the "Fairness Opinion"). The Board's recommendation is
enclosed to the Offer Document and the Fairness Opinion is available on the
Company's website: www.ecit.com/investor/

The Offer can only be accepted based on the Offer Document and will not be made
in any jurisdiction in which the making of the Offer would not be in compliance
with the laws of such jurisdiction. The Offer Document will be sent to
shareholders of the Company as of end of trading on 30 August 2024 (as
registered with the VPS two trading days thereafter on 3 September 2024) whose
address appears in the Company's share register in the VPS in jurisdictions
where the Offer Document may be lawfully distributed.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is also available at the following webpage: www.abgsc.com/transactions and may
be obtained free of charge during ordinary business hours at the offices of the
receiving agent, ABG Sundal Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway. 

The Offeror and certain existing shareholders and management shareholders of the
Company, including the Company's largest shareholder, CEO and founder, Peter
Lauring (through CGL Holding AS, CGL Holding II AS and personally), Mikkel Walde
Holding ApS (a company controlled by Mikkel Walde, Executive Vice President IT
Division), Y-Not ApS (a company controlled by Klaus Jensen, Executive Vice
President F&A Division), certain members of the Board who own shares, Long Path
Partners LP, Varner Kapital AS and certain other shareholders (such shareholders
collectively referred to as "Rollover Shareholders") entered into a consortium
agreement on 4 September 2024 establishing certain rights and obligations on the
parties in connection with the Offer. Pursuant to the consortium agreement, the
Rollover Shareholders have, subject to certain conditions, agreed to, outside of
the Offer, (i) contribute 251,752,015 shares in the Company to the Offeror
against the issuance of shares in the Offeror's indirect parent company, Olympus
TopCo AS, at the Offer Price (as defined below) and (ii) sell, outside the
Offer, 86,243,296 shares in the Company to the Offeror for cash at the Offer
Price. The committed shares equal in the aggregate 337,995,311 shares (including
all issued and outstanding class A shares of the Company).

Further, certain existing shareholders of the Company have pre-agreed to sell,
outside the Offer, an aggregate of 27,882,675 shares to the Offeror for cash at
the Offer Price subject to and at the time of completion of the Offer. The total
committed shares, pursuant to the consortium agreement and by way of
pre-agreements to sell shares, is in the aggregate 365,877,986 shares,
representing approximately 78.7% of the Company's outstanding share capital.

The Offeror is a newly incorporated Norwegian private limited liability company
established for the purpose of making the Offer and will following completion of
the Offer be owned and controlled by the Rollover Shareholders alongside
shareholders opting for share consideration in the Offer and a minority
investment by funds advised by TowerBrook Capital Partners (U.K.) LLP
("TowerBrook"). 

Key terms and conditions of the Offer

o	Offer price: NOK 10 per share (the "Offer Price") settled in cash and/or share
consideration as described below.

To the extent exemptions are available under applicable prospectus regulations,
shareholders who hold more than 23,500 shares as of end of trading on 30 August
2024 (as registered with the VPS two trading days thereafter on 3 September
2024) (the "Eligible Share Consideration Shareholders"), are entitled to elect
to receive some or all of the consideration in the form of shares in the
Offeror's parent company, Olympus TopCo AS, while the remaining shareholders
will receive settlement in cash. An Eligible Share Consideration Shareholder is
entitled to receive a combination of cash consideration and share consideration,
provided that the share consideration is elected for a minimum of 30% of the
shares held by such Eligible Share Consideration Shareholder. The aggregate
number of shares that may be rolled in the Offer will be capped at 8,247,985
shares. If tenders for rollover under the Offer results in an aggregate number
that exceeds this threshold, the number of shares that can be rolled over by
Eligible Rollover Shareholders in the Offer will be reduced on a pro rata basis.

o	A shareholders' agreement relating to Olympus TopCo AS will be entered into on
completion of the Offer between the Rollover Shareholders and other shareholders
having elected to receive share compensation in Olympus TopCo AS in the Offer,
Olympus TopCo AS, the Offeror and Olympus Holdings 1 BV, a company controlled by
funds advised by TowerBrook. As reflected in the Board's recommendation, the
Board has considered the terms of the shareholders agreement, hereunder the
conditions for Long Path Partners LPs' participation in the consortium as a
Rollover Shareholder.   

o	Offer period: From an including 4 September 2024 to 1 October 2024 at 16:30
hours (Oslo time), subject to extensions at the sole discretion of the Offeror
up to a maximum offer period of ten weeks.

o	Conditions for completion: The completion of the Offer is subject to
satisfaction of certain conditions, which can be waived by the Offeror in its
sole discretion, including, but not limited to:

o	Minimum acceptance: The Offer shall at or prior to the expiration of the Offer
Period have been validly accepted by shareholders representing (when taken
together with any shares acquired by the Offeror other than through the Offer)
more than 90% of the issued and outstanding share capital and voting rights of
the Company on a fully diluted basis, and such acceptances and agreements being
valid and not withdrawn or being subject to any third party consents in respect
of pledges or other rights