Basalt, through Ride BidCo AB, announces a recommended public offer of SEK 108 in cash per share to the shareholders of Nobina AB (publ)

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important notice" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

Basalt¹, through Ride BidCo AB² ("Ride BidCo"), hereby announces a recommended public offer to the shareholders in Nobina AB (publ) ("Nobina" or the "Company") to tender all their shares³ in Nobina to Ride BidCo at a price of SEK 108 in cash per share (the "Offer")⁴. The shares in Nobina are listed on Nasdaq Stockholm, Mid Cap.

Summary

• The shareholders of Nobina are offered SEK 108 in cash per share in Nobina.

• The Offer values Nobina, based on all outstanding 86,325,590⁵ shares, at approximately SEK 9,323 million.

• The price per share in the Offer represents a premium of⁶:

• 29.6 per cent compared to the closing share price of SEK 83.35 on 10 December 2021 (the last day of trading prior to the announcement of the Offer);

• 35.8 per cent compared to the volume-weighted average trading price of SEK 79.51 during the last 90 trading days prior to the announcement of the Offer; and

• 23.7 per cent compared to the highest recorded closing share price of SEK 87.30 since Nobina's initial public offering on 18 June 2015.

• The board of directors of Nobina unanimously recommends that Nobina's shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Lenner & Partners Corporate Finance AB.

• An offer document regarding the Offer is expected to be made public on or about 14 December 2021. The acceptance period for the Offer is expected to commence on or about 14 December 2021 and expire on or about 14 January 2022.

• The Offer is conditional upon the Offer being accepted to such extent that Ride BidCo becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Nobina. Further, the Offer will be made on the terms and subject to the conditions 2 – 7 set out below in this announcement.

Rob Gregor, Managing Partner of Basalt Infrastructure Partners LLP⁷, says:

"Nobina has numerous strong attributes that Basalt finds compelling, and in particular its market-leading position in the Nordics, with one of the region's most complete offerings in public transport, and the company’s ambitious sustainability targets. We believe that the Nordic transport infrastructure sector will undergo a significant transformation in the years to come, driven by public demand for the most sustainable and high-quality transport solutions. Addressing these demands will require that Nobina continues to allocate capital towards investments in technological advancements, electrification and new mobility solutions and services. In a private setting, Basalt can provide the necessary long-term view, financial strength, and sector expertise needed for Nobina to continue leading this transformation and succeed with its increasingly active M&A agenda. The offer represents an all-time high valuation of Nobina and provides a good opportunity for investors to realize their investments at an attractive premium. We appreciate the high quality of Nobina’s management, employees, operations and strong relationships with business partners and customers in various regions. We are excited about the opportunity to support Nobina and contribute to the development of the public transport systems in the Nordics by drawing upon our extensive experience in managing and growing companies in the transport sector."

Background and reasons for the Offer

Basalt has identified the Nordic bus market as an attractive investment area and has on this basis actively followed Nobina for a long period of time. In the months leading up to its first contact with Nobina's board of directors, Basalt has spent significant time and resources evaluating Nobina and its market through an extensive outside-in due diligence process. This process, as well as the subsequent confirmatory due diligence review, has reinforced Basalt's enthusiasm about Nobina and its future prospects in a private ownership context.

Basalt views Nobina as an essential bus transport provider with a leading market position in the Nordics, one of the region's most complete offerings of expertise, support and services in public transport, and a very strong ESG profile with ambitious sustainability targets including transition to 100 per cent renewable fuel consumption by 2030. Nobina's attractive outlook is underpinned by its strong infrastructure-like characteristics, including stable market growth and fixed long-term contracts.

Basalt believes that transport systems in the Nordics will undergo a significant transformation in the years to come, driven by public demand for sustainable transport solutions. Both public authorities procuring public transport services and end customers are seeking solutions meeting the highest environmental and quality standards, which require technology advancements and investments in electrification and new mobility solutions and services. As an industry with inherently high capital requirements, this transformation will require additional investments and competence. Basalt believes that the investments are necessary for Nobina to continue leading this transformation, maintain its leading position in the Nordics and succeed with its increasingly active M&A agenda which requires significant capital and a long-term view.

Basalt has a successful track-record of supporting businesses and management teams through periods of significant investments and believes that an asset-intensive company, such as Nobina, would have a clear advantage from operating under private ownership with an active shareholder investing in its strategy, focusing on the green transition and long-term value creation. Basalt sees a strong opportunity to, through Ride BidCo, continue to develop Nobina over the coming years and further cement its position as a leader in the Nordic market, while remaining at the forefront of the industry's sustainability agenda. Further, Basalt is a long-term investor with extensive experience managing and growing companies in the infrastructure sector, and has a proven track-record of developing infrastructure solutions in active partnership with public stakeholders. With Basalt's strong European presence, experience in supporting growing capital-intensive businesses, extensive professional network and available capital, Basalt is well positioned to support Nobina in its next phase of development.

Basalt is impressed with the strength of the executive management team of Nobina and believes that they, together with the other employees, have played a key role in growing the Company to date. Ride BidCo's plans for the future business and general strategy, as described above, does not currently include any material changes with regard to Nobina's operational sites, its management and employees, including their terms of employment. Furthermore, there are no employees in Ride BidCo, implying that the Offer will not entail any changes for the management and employees in Ride BidCo.

The Offer

Consideration

The shareholders of Nobina are offered SEK 108 in cash per share in Nobina.

Should Nobina, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. In the event of either of the foregoing, Ride BidCo reserves the right to determine whether this price adjustment mechanism or condition 7 to completion of the Offer (see below) shall be invoked.

No commission will be charged in respect of the settlement of the shares in Nobina tendered to Ride BidCo under the Offer.

Bid premia

The price per share in the Offer represents a premium of⁸:

• 29.6 per cent compared to the closing share price of SEK 83.35 on 10 December 2021 (the last day of trading prior to the announcement of the Offer);

• 35.8 per cent compared to the volume-weighted average trading price of SEK 79.51 during the last 90 trading days prior to the announcement of the Offer; and

• 23.7 per cent compared to the highest recorded closing share price of SEK 87.30 since Nobina's initial public offering on 18 June 2015.

Total value of the Offer

The Offer values Nobina, based on all outstanding 86,325,590⁹ shares, at approximately SEK 9,323 million.

Statement by the board of directors of Nobina and fairness opinion

The board of directors of Nobina has assessed the Offer and informed Ride BidCo that the board of directors of Nobina has unanimously resolved to recommend the shareholders of Nobina to accept the Offer. The board of directors of Nobina has further informed Ride BidCo that the board of directors of Nobina has obtained a fairness opinion from Lenner & Partners Corporate Finance AB, according to which the Offer is fair to Nobina's shareholders from a financial perspective.

Ride BidCo's shareholding in Nobina

Neither Ride BidCo nor any closely related companies or closely related parties own any shares or financial instruments in Nobina that give financial exposure to Nobina's shares at the time of this announcement.

Neither Ride BidCo nor any of its closely related companies or closely related parties have acquired or agreed to acquire any shares or any other financial instruments in Nobina that give a financial exposure equivalent to holding shares in Nobina during the six months preceding this announcement.

Ride BidCo may acquire, or enter into arrangements to acquire, shares in Nobina in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Ride BidCo becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Nobina;

2. no other party announcing an offer to acquire shares in Nobina on terms that are more favourable to the shareholders in Nobina than the terms of the Offer;

3. with respect to the Offer and completion of the acquisition of Nobina, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Ride BidCo's opinion, are acceptable;

4. neither the Offer nor the acquisition of Nobina being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;

5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Nobina's financial position or operation, including Nobina's sales, results, liquidity, equity ratio, equity or assets;

6. no information made public by Nobina, or otherwise made available to Ride BidCo by Nobina, being inaccurate, incomplete or misleading, and Nobina having made public all information which should have been made public; and

7. Nobina not taking any action that is likely to impair the prerequisites for making or completing the Offer.

Ride BidCo reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Ride BidCo's acquisition of Nobina or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Ride BidCo reserves the right to waive, in whole or in part, one, several or all of the conditions 1 – 7 set out above, including, with respect to condition 1 above, to complete the Offer at a lower level of acceptance.

Information about Ride BidCo and Basalt

Ride BidCo, under name change from Goldcup 29086 AB, is a Swedish limited liability company, with corporate registration number 559342-1901, domiciled in Stockholm, indirectly wholly-owned by Basalt and its investors from time to time. Ride BidCo was founded on 14 October 2021 and registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 21 October 2021. Ride BidCo has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer.

Basalt is an independent infrastructure investor, with a transatlantic focus on mid market infrastructure, a differentiated approach to deal sourcing and a track-record of specialist investments and value creation in infrastructure through active management since 2011. Basalt focuses on mid-market infrastructure transactions in the utilities, power, transportation and communication sectors in Europe and North America. Basalt has, through its Basalt I, Basalt II and Basalt III funds, extensive experience in supporting infrastructure companies through sustainable transformations. Basalt is seeking low volatility assets that are either in the operational phase or late state construction projects that when complete exhibit traditional infrastructure characteristics. Basalt investments typically exhibit the characteristics: low volatility, sustainable long-term, high operating margins, high barriers to entry, provision of essential services and opportunity for de-risking.

Basalt currently has funds under management of USD 5 billion, with commitments from a diverse base of blue-chip institutional investors including public and private pension funds, sovereign wealth funds, insurance companies, banks and asset managers, and is supported by its exclusive investment adviser which currently has a team of 32 investment professionals.

For further information, please visit www.basaltinfra.com.

Financing of the Offer

The consideration payable in respect of the Offer is financed in full by a combination of funds available to Ride BidCo pursuant to equity commitments from its owners and its closely related parties, and debt financing provided by the banks Banco Santander, S.A. and National Westminster Bank Plc on terms customary for financing of public offers on the Swedish market.

The above-mentioned financing provides Ride BidCo with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition.

Review of information in connection with the Offer

Ride BidCo has been permitted by the board of directors of Nobina to carry out a limited confirmatory due diligence review of Nobina in connection with the preparation of the Offer. Nobina has informed Ride BidCo that no inside information has been disclosed to Ride BidCo during the process.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions, and other actions from authorities or similar, including approvals from competition authorities, being obtained, in each case on terms which, in Ride BidCo's opinion, are acceptable. According to Ride BidCo's assessment, the Offer will not require any approvals from authorities.

Preliminary timetable¹⁰

Publication of the offer document: 14 December 2021

Acceptance period: 14 December 2021 – 14 January 2022

Commencement of settlement: 25 January 2022

Ride BidCo reserves the right to extend the acceptance period, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by Ride BidCo by means of press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

If Ride BidCo, in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Nobina¹¹, Ride BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Nobina and to promote delisting of Nobina's shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as any agreements entered into between Ride BidCo and the shareholders in Nobina as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules for Nasdaq Stockholm (the "Takeover Rules") and the Swedish Securities Council's statements and rulings regarding the interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer. Furthermore, Ride BidCo has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on 9 December 2021 contractually undertaken, in writing, towards Nasdaq Stockholm AB ("Nasdaq") to comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq in the event of a breach of the Takeover Rules. On 13 December 2021, Ride BidCo informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) about the Offer and the above-mentioned undertaking towards Nasdaq.

Advisors

N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as sole financial advisor to Basalt and Roschier Advokatbyrå AB and Latham & Watkins LLP are legal advisors to Ride BidCo and Basalt in connection with the Offer.

Ride BidCo AB

The board of directors
 

Information about the Offer:

Information about the Offer is made available at:

www.offertoride.com

For addition information, please contact:

Peter Lindell, Brunswick Group
+46 (8) 410 32 180
plindell@brunswickgroup.com

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this press release was submitted for publication by Ride BidCo in accordance with the Takeover Rules. The information was submitted for publication on 13 December 2021 at 7.30 a.m. (CET).

Important notice

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer is not being made, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised person" for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Ride BidCo and Nobina.

Any such forward-looking statements speak only as of the date on which they are made and Ride BidCo has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. The reader should, however, consult any additional disclosures that Ride BidCo or Nobina have made or may make.

Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is the sole financial advisor to Basalt and no one else in connection with the Offer. Rothschild & Co is not responsible to anyone other than Basalt for providing protections afforded to clients of Rothschild & Co nor for providing advice in relation to the Offer.

Special notice to shareholders in the United States

Shareholders domiciled in the United States (the "U.S. Holders") are advised that the shares are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and is not required to, and does not, file any reports thereunder with the U.S. Securities and Exchange Commission. The Offer is open to shareholders resident in the United States and is made on the same terms and conditions as those made to all other shareholders of the Company to whom the Offer is being made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders.

The Offer described in this press release is made for shares in Nobina, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. In particular, the Company's financial statements, and all financial information that is included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

The Offer is made in the United States pursuant to Section 14(e) and Regulation 14(E) of the Exchange Act, subject to the exemption provided by Rule 14d­ ­– 1(d) (the "Tier II Exemption") under the Exchange Act, and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and law, and certain rules applicable to U.S. tender offers made in the United States do not apply. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.

As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions which differ from the settlement procedures customary in the United States, particularly as regards the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable United States securities laws, and the exemptions applicable thereunder, in particular the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for U.S. Holders or other shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since the Company and Ride BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue the Company or Ride BidCo or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel the Company or Ride BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law and regulations, including Rule 14e-5 under the Exchange Act, Ride BidCo and its affiliates or brokers (acting as agents for Ride BidCo or its affiliates, as applicable) may from time to time after the date hereof directly or indirectly purchase or arrange to purchase shares of the Company outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares, other than pursuant to the Offer, during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisor to Ride BidCo may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Ride BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS PRESS RELEASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

1. The fund consists of four limited partnerships; Basalt Infrastructure Partners III A L.P., Basalt Infrastructure Partners III B L.P., Basalt Infrastructure Partners III C L.P. and Basalt Infrastructure Partners III D L.P., all of which are registered and incorporated in England and have their registered address in Guernsey, each acting through its general partner and manager Basalt Infrastructure Partners III GP Limited ("Basalt"). Basalt Infrastructure Partners III GP Limited is registered and incorporated and has its registered address in Guernsey.

2. Ride BidCo AB is a newly established company (Goldcup 29086 AB under name change to Ride BidCo AB), with corporate registration number 559342-1901, domiciled in Stockholm, indirectly wholly-owned by Basalt and its investors from time to time.

3. Excluding 2,030,092 treasury shares held by Nobina.

4. Should Nobina, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly.

5. Based on 88,355,682 issued shares in Nobina, less 2,030,092 treasury shares held by Nobina.

6. Source for Nobina's share prices: Nasdaq Stockholm.

7. Basalt Infrastructure Partners LLP is the exclusive investment adviser to Basalt.

8. Source for Nobina's share prices: Nasdaq Stockholm.

9. Based on 88,355,682 issued shares in Nobina, less 2,030,092 treasury shares held by Nobina.

10. All dates are preliminary and may be subject to change.

11. Excluding 2,030,092 treasury shares held by Nobina.