With reference to the authorization given by the Annual General Meeting of Wilh.
Wilhelmsen Holding ASA on 30 April 2026 for the Board of Directors to acquire up to 10% of outstanding shares in the Company, the Company hereby launches a tender offer to purchase up to 847,000 shares in the Company. The Offering will be conducted as a reverse book building process in which shareholders can submit sales offers.
The acquisition of A-shares and B-shares, and the split between the two share
classes, are subject to offer demand and prices and as further determined by the Company’s board. The Company reserves the right, at its own discretion, to acquire fewer shares or no shares at all in the Offering.
The purchase of shares will not impact previously announced dividend guidance.
The purpose of the Offering is to cancel the shares acquired in the Offering or settlement of shares in the employee share program.
The Company has mandated DNB Carnegie, a part of DNB Bank ASA as sole
bookrunner.
All shareholders in the Company are invited to sell shares in the Offering,
subject to the restrictions set out herein. Shareholders wanting to sell shares
in the Offering are required to complete and send the attached acceptance form
to DNB Carnegie at [email protected] before the end of the Application Period (as
defined below). Existing customers of DNB Carnegie can contact DNB Carnegie at
+47 24 16 90 20 with their respective volume and price targets.
The Offering will be carried out by means of a reverse book building process where the Company, through DNB Carnegie, will receive offers for desired volume(s) at desired price(s) for sale from the shareholders. The Company reserves the right to, at its own discretion, accept any volume up to an accepted price, or to reject all received offers in the contemplated Offering. The Company may further, at its sole discretion amend, terminate or withdraw theOffering at any time until the time of completion of the Offering.
The application period for tendering shares in the Offering commences at 09:00 hours (CEST) on 11 May 2026 and is expected to close at 16:30 hours (CEST) on 13
May 2026 (the “Application Period”). The final price offered by the Company and
the allocation of tendered shares are expected to be resolved by the Company on
or about 13 May 2026, the trade date is expected to be on or about 15 May 2026
and the settlement date is expected to be on or about 19 May 2026. The settlement will either be conducted on a normal delivery-versus-payment basis (DVP) or through the VPS system. The Company reserves the right to extend the Application Period at its own discretion. If the Application Period is extended the other dates referred to herein may be amended accordingly.
The Company will – in the event of receiving acceptances above 847,000 shares –
depending on the prices and volumes shown by selling shareholders and subject to
the restrictions set out herein and applicable legislation, allocate shares at its discretion between the share classes, with the equal treatment of shareholders as the primary objective.