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Contemplated Private Placement

08 / 08 / 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange notice on 4 July 2023 by Mintra Holding AS ("Mintra" or the "Company") announcing that it has entered into a definite Sale and Purchase Agreement with the owners of the Swedish company Seably AB
(the "Target") to purchase 100% of the Target's outstanding shares (the
"Acquisition"). Formal closing of the Acquisition is expected to take place ultimo August / primo September 2023.

The Company has engaged Nordea Bank Abp, filial i Norge and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners (together the "Managers") to advise on and effect a contemplated private placement (the "Private Placement")
of 36,666,666 new ordinary shares in the Company (the "Offer Shares") at a price of NOK 3.00 per Offer Share (the "Offer Price"), raising gross proceeds of approximately NOK 110 million. The net proceeds to the Company from the Private Placement will be used to finance the Acquisition (including repayment of debt and expected increase in net working capital in Seably AB) as well as for general corporate purposes.

Tjaldur Holdco II AS (the Company's largest shareholder with approximately 21.9%
of the shares outstanding) and Ferd AS (the Company's second largest shareholder with approximately 20.3% of the shares outstanding) have pre-committed to subscribe for Offer Shares for NOK 55 million each (NOK 110 million in total) in the Private Placement. In the case of applications from other existing shareholders or strong demand in general, their respective allocations may be scaled back to their respective pro-rata portions of the Private Placement based on their existing shareholding in the Company. Certain members of the Company's executive management and board of directors (the "Board") have collectively pre-committed to subscribe for, and will be allocated, approx. NOK 1.6 million in the Private Placement.

The application period in the Private Placement will commence 8 August 2023 at 09:00 CEST and close on 9 August 2023 at 16:30 CEST. The Managers and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S. Securities Act and (b) to investors in the United States who are QIBs as defined in Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company reserves the right and may consider in its sole discretion to allocate Offer Shares to applicants for an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations, are available. Further selling restrictions and transaction terms will apply.

Allocation of Offer Shares will be determined at the end of the application period by the Board at its sole discretion, in consultation with the Managers, based on allocation criteria such as (but not limited to) pre-commitments, existing ownership in the Company, timeliness of order, relative order size, perceived investor quality, sector knowledge and investment horizon. The Board reserves the right at its sole discretion, to reject and/or reduce any orders.
The Board and the Managers further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. There is no guarantee that any potential investor will be allocated shares.

Settlement and Dates

The Offer Shares (except for Offer Shares allocated to Tjaldur Holdco II AS and Ferd AS) are expected to be settled with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth Oslo pursuant to a share lending agreement (the "Share Lending Agreement") between the Company, Pareto Securities AS (on behalf of the Managers), Ferd AS (as share lender) and Tjaldur Holdco II AS. The Offer Shares allocated to applicants the Private Placement (the "Applicants") are therefore expected to be tradable from notification of allocation which is expected on or about 10 August 2023.

The share loan under the Share Lending Agreement will be settled with new shares in the Company to be issued pursuant to the Board's authorization to issue shares (the "Board Authorization") granted by the Company's annual general meeting held on 21 June 2023.

Settlement is expected to take place on or about 14 August 2023 (T+2) on a delivery versus payment (DVP) basis.

Conditions for Completion

Completion of the Private Placement (for Applicants being allocated Offer Shares) is subject to: (i) the Board's decision to proceed with and complete the Private Placement, including allocation of Offer Shares, (ii) the Board's decision to issue new shares for the share capital increase pertaining to the Offer Shares pursuant to the Board Authorisation, and (iii) the Share Lending Agreement remaining unmodified and in full force and effect at the time of notification of allocation.

The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to notification of allocation. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.

Potential Subsequent Offering

The Company may, subject to completion of the Private Placement, and certain other conditions, decide to carry out a subsequent repair offering of new shares at the Offer Price which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 9 August 2023, subject to any shortening or extensions of the application period, (as registered with the VPS two trading days thereafter) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway)
require any prospectus filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or to cancel any such subsequent repair offering.

Equal treatment

The contemplated Private Placement involves that the shareholders' preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the rules on equal treatment under Euronext Growth Oslo Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. A private placement enables the Company to secure equity financing to accommodate the financing and payment terms of the Acquisition in a timely manner and will reduce execution and completion risk. Furthermore, a private placement will allow the Company to raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings.

Further, the subsequent repair offering, if implemented, will facilitate that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.

Advisors

The Company has appointed Nordea Bank Abp, filial i Norge and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.

For further information please contact:

Kevin Short, CEO, Mintra +44 1224 651340 Jostein R. Hufthammer, CFO, Mintra +47 55 98 63 00

About Mintra

Mintra is the provider of global solutions for digital learning, competence and workforce management, primarily for energy, maritime and safety-critical industries. Mintra's portfolio of digital products includes workforce planning, training and skills management. More than 4,100 enterprises trust the company to improve security, increase efficiency and reduce costs. Mintra is an employer of choice and its global team prides itself on the culture of collaboration and exploration to enable the delivery of innovation to its customers. Mintra is headquartered in Bergen, Norway, with offices and operations to support the delivery of on- and offline services to its global customers 24/7.

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company do not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.

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).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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.

This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed or referred to 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 "believe", "aims",
"expect", "anticipate", "intends", "estimate", "will", "may", "continue",
"should" 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. Readers should not place undue reliance on the forward-looking statements in this document.
Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. 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 for information purposes only. It does not purport to be complete, and it 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. The Company and 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.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation ("MAR"), and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Jostein R. Hufthammer, CFO in Mintra Holding AS, on the time and date provided above.

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