MRCEL: Independent statement - Voluntary offer assessed to be fair from a
financial point of view by Arctic Securities AS

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

Reference is made to the stock exchange announcement made on 10 June 2022
regarding the commencement of the voluntary cash offer (the "Offer") by Spring
Bidco (Norway) AS to acquire all shares in Mercell Holding ASA ("Mercell" or the
"Company") and the offer document for the Offer (the "Offer Document") published
on 13 June 2022 on www.seb.no.

Arctic Securities AS ("Arctic") has been mandated by the board of directors of
Mercell (the "Board") to act as an independent expert, cf. the Norwegian
Securities Trading Act section 6-19 (1) cf. section 6-16 (4), after Oslo Børs on
10 June 2022, in its capacity as take-over supervisory authority, decided that
the statement by the Company should be issued by an independent expert and not
by the Board, and that such statement could be issued by Arctic on behalf of the
Company. Arctic's independent statement is attached hereto.

In its independent statement, Arctic has inter alia concluded that: "Based upon
and subject to the accurateness of the qualitative and financial information
received, it is Arctic's opinion that, as of the date hereof, the offer from the
Offeror is fair from a financial point of view to the shareholders in Mercell
Holding ASA."

For further information, please contact:
CEO Terje Wibe
Cell: +47 90 83 79 98
Email: terje.wibe@mercell.com

About Mercell Holding:
Mercell delivers services to public and private buyers and our goal is to become
the leading software-as-a-service (SaaS)-platform for e-tendering and
procurement in Europe. Mercell is already a leading platform for public
e-tendering and entered the procurement market in 2020, and services
approximately 30,000 customers across 15 European markets and in the US.
Mercell's unique marketplace simplifies the tender and procurement process and
makes it safe and easy for buyers to find relevant suppliers for their tenders
and daily purchasing needs. We also ensure suppliers find relevant business
opportunities and offer tools for suppliers to digitally receive and handle
purchases from public and private buyers.

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.