NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Amersfoort, The Netherlands -12 March 2024 

Envipco Holding N.V. ("Envipco" or the "Company") has resolved to launch a
private placement of new ordinary shares in the Company (the "Offer Shares")
raising gross proceeds of approximately NOK 300 million (the "Offering") to
qualified investors. The number of Offer Shares and price per share (the "Offer
Price") will be set through an accelerated bookbuilding process. Existing
shareholders of the Company will not have pre-emptive rights in relation to the
new shares to be issued. The final number of Offer Shares and the Offer Price
will be determined by the Company's board of directors (the "Board") in its sole
discretion.

The general meeting of the Company has on 15 August 2023 delegated its powers to
issue shares in the capital of the Company or grant rights to subscribe for
Shares and to exclude pre-emptive rights in relation thereto to the Board, up to
a maximum of 20% of the number of outstanding shares in the Company (i.e. up to
10,338,075 Shares) (the "Authorisation").

The bookbuilding period in the Offering will commence on 12 March 2024 at 17:30
CET and close on 13 March 2024 at 08:00 CET. Carnegie AS and Skandinaviska
Enskilda Banken AB (publ) (the "Managers") and the Company may, however, at any
time resolve to close or extend the bookbuilding period. If the bookbuilding
period is shortened or extended, any other dates referred to herein may be
amended accordingly.

The Company continues to deliver on its European growth strategy and is well
positioned to win target share of new market opportunities. Hence, the Company
intends to use the net proceeds from the Private Placement to (i) strengthen the
Company's footprint to capitalize on new market opportunities, (ii) working
capital, (iii) M&A, and (iv) general corporate purposes. 

The Board has resolved to initiate an up-listing to Oslo Børs (the main list on
the Oslo Stock Exchange) and aim to complete such listing within the next 12
months.


The Company's shares are listed on Euronext Amsterdam and Euronext Growth Oslo,
under the ticker ENVI and ENVIP, respectively. The shares issued and delivered
in the Offering will be in the Norwegian Central Securities Depository and will
not be tradable on Euronext Amsterdam unless subject to a registration process
through Euroclear Netherlands, the central security depositary in the
Netherlands.

Completion of the Offering is subject to necessary corporate resolutions by the
Board required to complete the Private Placement, including the Board resolving
to proceed with the Private Placement and to issue the Offer Shares and exclude
related pre-emption rights pursuant to the Authorisation.

The Offering will be directed towards Norwegian and international investors,
subject to applicable exemptions from relevant registration, filing and
prospectus requirements, and subject to other applicable selling restrictions.
The minimum application and allocation amount has been set to EUR 100,000. The
Company may, however, at its sole discretion, allocate amounts below EUR 100,000
to the extent exemptions from the prospectus requirements in accordance with
applicable regulations, including the Norwegian Securities Trading Act and
ancillary regulations, are available. The new shares to be issued in connection
with the Offering will be issued based on the Authorisation.

Allocation of the shares in the Offering will be determined at the end of the
bookbuilding period, and final allocation will be made by the Board at its sole
discretion, following advice from the Managers. The Company expect to announce
the final subscription price and the number of Offer Shares allocated in the
Offering through a stock exchange release on 13 March 2024. First day of trading
in the allocated Offer Shares in the Private Placement on Euronext Growth Oslo
is expected on 13 March 2024.

The allocated Offer Shares are expected to be settled through a delivery versus
payment transaction by delivery of existing and unencumbered shares in the
Company that are already listed, pursuant to a share lending agreement entered
into between the Managers, the Company, Gregory Garvey Family Investments LLC
(an entity controlled by Mr. Garvey) and Mr. Gregory Garvey, which shares are
included and registered in Euroclear Netherlands, the central security
depository in the Netherlands, but will be transferred and registered in the
Norwegian Central Securities Depository (the "VPS"). Further settlement details
will be stated in the allocation notice. 

The Board has considered the structure of the contemplated capital raise in
light of the equal treatment obligations under the rules on equal treatment of
Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo
Stock Exchange's guidelines on the rule of equal treatment, and is of the
opinion that the proposed Offering is in compliance with these requirements. By
structuring the transaction as a private placement, the Company will be in a
position to raise capital in an efficient manner, with a lower discount to the
current trading price and with significantly lower completion risks compared to
a rights issue. In addition, the Offering is subject to marketing through a
publicly announced bookbuilding process and a market-based offer price should
therefore be achieved. On this basis and based on an assessment of the current
equity markets, the Board has considered the Offering to be in the common
interest of the Company and its shareholders. 

Subject to, among other things, completion of the Offering, required shareholder
approvals (if any), approval of a prospectus and prevailing market price of the
Company's shares, the Board will consider whether it is appropriate to propose
to carry out a subsequent offering (the "Subsequent Offering") at the Offer
Price. Any such Subsequent Offering, if applicable and subject to applicable
securities laws, would be directed towards existing shareholders in the Company
as of 12 March 2024 (as registered in the VPS, and Euroclear Netherlands if
proposed by the Board, two trading days thereafter) who (i) did not accept to be
crossed during the wall-crossing phase of the Private Placement, (ii) were not
allocated New Shares in the Private Placement and (iii) are not resident in a
jurisdiction where such offering would be unlawful or would (other than Norway)
require any prospectus, filing, registration or similar action.



Advisers
Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have jointly been
retained as Bookrunners and Managers in connection with the Offering.
Advokatfirmaet Thommessen AS is acting as the Company's Norwegian legal advisor
and Bird & Bird (Netherlands) LLP is acting as the Company's Dutch legal
advisor.

For further information please contact:
Simon Bolton, Group CEO
+31 33 285 1773

Mikael Clement, CSO
+47 9900 8000
EnvipcoInvestorRelations@envipco.com
About Envipco Holding N.V.
Envipco Holding N.V., www.envipco.com, is a Netherlands-based holding company
listed on Euronext Amsterdam and Euronext Oslo Growth (Symbols: ENVI/ENVIP).
Envipco, with operations in several countries around the globe, is a recognized
leader in the development and operation of reverse vending machines (RVMs),
automated technological systems for the recovery of used beverage containers.
Known for its innovative technology and market leadership, Envipco holds several
intellectual property rights for RVM systems, including but not limited to
beverage refund deposit markings, material type identification, compaction and
accounting.

IMPORTANT INFORMATION
This announcement is not for distribution or release, in whole or in part,
directly or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States of America and the
District of Columbia) (the "United States"), Australia, Canada, the Hong Kong
Special Administrative Region of the People's Republic of China or Japan, or any
other jurisdiction in which the distribution or release would be unlawful.

This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other jurisdiction. The securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration under the US Securities Act or an available
exemption from, or transaction not subject to, the registration requirements of
the US Securities Act. There will be no public offering of securities in the
United States. Any sale in the United States of the securities mentioned in this
communication will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the U.S. Securities Act. No public offering of the securities
will be made in the United States.

The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area nor elsewhere. With respect to any
Member State of the European Economic Area (each an "EEA Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any EEA Member State. In
any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intend", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. 

Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

This announcement is not a prospectus. No prospectus is required and no such
prospectus or similar document will be published in connection with the
Offering. This announcement is for information purposes only and is not to be
relied upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company.
Neither the Managers nor any of their respective affiliates accepts any
liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.