10 February 2025 - Endúr ASA ("Endúr" or the "Company") has entered into
agreements to purchase ("The Acquisitions") 100% of the shares in (i) Total
Betong AS ("Total Betong"), (ii) Igang Totalentreprenør AS ("Igang
Totalentreprenør") and (iii) Habto Holding AS, including its wholly owned
subsidiary Hab Construction AS ("Hab Construction") and between 51% and 100% of
the shares of its controlled subsidiary Propoint Survey AS ("Propoint Survey")
(collectively, "The Acquired Companies") from Totalbetong Gruppen AS and certain
minority sellers. 
 
Key highlights:
The Acquired Companies is a leading Norwegian contractor group. The Acquisitions
carry highly compelling strategic merits with all The Acquired Companies being
optimally suited for integration into Endúr. 

The Acquisitions are expected to add NOK 2,750 million in financial year 2024
revenue, for a combined financial year 2024 revenue of NOK 5,537 million (based
on unaudited pro forma financials).

The Acquisitions add a substantial backlog of NOK 6.0 billion, bringing the
total combined backlog to NOK 9.3 billion as of year-end 2024 and securing
continued revenue growth for the years ahead.

For the financial year 2024, it is estimated that The Acquired Companies
generated NOK ~135 million in EBITA, bringing the combined EBITA for Endúr to
NOK 327 million on a consolidated basis (based on unaudited pro forma
unaudited).

"The Acquired Companies fit neatly into our business and operational profile.
This enhances our presence and broadens our footprint within the Norwegian
construction market and adds substantial backlog to our operations,
strengthening the growth profile of Endúr going forward. It is with great
pleasure that we welcome these companies to the Endúr family", says Jeppe
Raaholt, CEO of Endúr.

Endúr has agreed to an aggregate consideration to be paid to the sellers of The
Acquired Companies of NOK 1,020 million, based on an Enterprise Value ("EV") of
NOK 1,057 million (valuing Propoint Survey at 100%), excluding leasing
liabilities (NOK 1,220 million including leasing liabilities). The Acquisitions
will be financed by way of consideration shares to the sellers, bank debt and
equity to be raised. Kverva Finans AS ("Kverva") has committed to underwrite the
equity raise. 

About The Acquired Companies:
The Acquired Companies have grown to become one of the leading general
contractor groups in Norway, positioned in market segments with a favorable
outlook, with impressive project deliveries and a diversified and robust
customer base. The Acquired Companies have demonstrated strong and profitable
organic growth, expected to continue going forward.

With a total of ~320 employees, The Acquired Companies deliver on projects
throughout Norway and have seen strong financial development since 2019 with a
CAGR of ~20% and EBITDA margins in range of 6-8%.

Total Betong is a turnkey contractor, specializing in the development and
delivery of construction projects, including expertise in land-based aquaculture
facilities. Total Betong employs approx. 140 employees and is headquartered on
the south-west coast of Norway in Bryne.
 
Igang Totalentreprenør is a total contractor specializing in turnkey projects
for commercial and residential buildings, serving both private and public
developers. Igang Totalentreprenør has approx. 15 employees and is headquartered
on the south-west coast of Norway in Klepp.

Habto Holding AS is a non-operating parent holding company of HAB Construction
and Propoint Survey, with approx. 150 employees in total. HAB Construction
offers main contractor and turnkey construction works for public and private
developers. HAB Construction is specialized within water, waste water and
transportation infrastructure, with a strong presence in the eastern part of
Norway. Propoint Survey provides services such as staking, quantity surveying,
droning, 3D scanning, and documentation for the construction and civil
engineering industry. HAB Construction and Propoint Survey are headquartered in
Lysaker and Oslo, respectively.

The sellers, who also include the management team of The Acquired Companies,
will continue in their existing positions and undertake customary non-compete
obligations.

Strategic rationale and synergies:
The Acquired Companies have leading positions in various segments of the
Norwegian construction market, particularly in high-demand regions such as
Stavanger, Oslo and Bodø. Furthermore, The Acquired Companies and Endúr offer
complementary products within the land-based aquaculture segment, which will
enable the combined group to offer a complete package for land-based aquaculture
facilities with in-house capabilities for both design and construction
activities. It is expected that The Acquisitions will yield substantial
synergies across sales, customers, market and operational expenses over the
coming years.

"This transaction represents an important milestone for all of Total Betong, HAB
Construction, Igang Totalentreprenør and Propoint Survey. We are proud of how
the companies, together with our dedicated and skilled colleagues, have grown
into noticeable and specialized players within the Norwegian construction
market. The companies' success is attributable to strong organizational cultures
and expertise in project planning and execution. Endúr represents a strong
cultural fit for us and stands out as a preferred platform for the further
development of the companies", says Kurt Helland (CEO of Total Betong) and
Christian Tanum (CEO of HAB Construction) in a joint statement.

Acquisition terms and financing:
The Acquisitions value The Acquired Companies (with Propoint Survey valued at a
100% basis) at an EV, excluding lease liabilities, of NOK 1,057 million,
implying a highly accretive trailing EV/EBITA multiple of 7.8x. The total equity
transaction value payable by Endúr amounts to NOK 1,020 million ("The
Consideration"). The Consideration will be settled as follows:

(i) NOK 550 million of The Consideration will be settled by the issuance of
7,333,333 consideration shares ("The Consideration Shares") to the sellers at a
subscription price of NOK 75.00 per Consideration Share. The Consideration
Shares will be subject to a lock-up period, with 1/3 of The Consideration Shares
being released after 12, 24, and 36 months from the date of completion of The
Acquisitions, respectively.

(ii) Approximately NOK 470 million of The Consideration will be settled by the
Company in cash ("The Cash Consideration"). The Cash Consideration will be
financed partly by drawing 350 million on the Company's refinancing offer from
the existing bank syndicate, consisting of Sparebank 1 Sør-Norge and Sparebank 1
SMN, as announced on 29 January 2025, and partly through an equity issue ("The
Equity Issue").

The Equity Issue is expected to amount to a minimum of NOK 300 million, where
the proceeds will be used for settling the remaining part of The Cash
Consideration, net working capital financing and general corporate purposes. The
Equity Issue will be fully underwritten by Kverva at a subscription price of NOK
72.00 per share, against an underwriting commission of 3% payable in shares. On
this basis, Endúr is currently considering an equity private placement which
also opens for other investors, and where it has been agreed that Kverva will
receive a minimum allocation equal to NOK 250 million. The final sizing and
timing of such private placement is currently being considered by The Company.

In addition to the above, Kverva has agreed to acquire 527,778 existing shares
from Artec Holding AS and 166,667 existing shares from Bever Holding AS at NOK
72.00 per share, for total compensation of NOK 50 million, subject to completion
of The Equity Issue. Concurrently with this substantial investment from Kverva,
the nomination committee of Endúr has resolved to propose to the general meeting
that Børge Klungerbo, Investment Director of Kverva, be elected as a member of
The Company's board.  

"I look forward to contributing to the development of an exciting company in a
highly dynamic and promising market. This represents a significant and long-term
investment for Kverva, and I am eager to support Endúr's growth and value
creation in the years ahead", says Børge Klungerbo.

Conditions:
The Acquisitions are expected to be completed by the end of this year's first
quarter and will be subject to