Europris intends to apply for a listing on Oslo Børs

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1 NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Europris intends to apply for a listing on Oslo Børs Fredrikstad, 26 May 2015: Europris ASA 1 ( Europris or the Company ) today announces its intention to launch an Initial Public Offering (the "IPO") of its ordinary shares, and to apply for a listing on Oslo Børs. Europris highlights Europris is Norway s largest discount variety retailer by sales, with an exceptional track record of consistent store roll out and strong like for like growth 2 combined with high cash generation and profitability. The Europris chain comprises 223 stores throughout Norway, and is designed to facilitate nationwide, consistent, easy and efficient shopping. Europris has grown revenues from NOK 3,464 million in 2012 to NOK 4,259 million in 2014, representing an average growth (CAGR) of 10.9% over the period. In 2014, the Company increased revenue by 13.4% in total and 7.0% on a like for like basis. The strong momentum has continued into Q with Europris growing 15.4% compared to Q Europris delivers a unique value proposition for shoppers by offering a broad assortment of quality merchandise at low prices in destination stores across Norway. Europris employs a low cost operating model with a focus on efficiency across the entire value chain from factory to customer. Offering highlights The IPO will further support Europris strategy and growth plan, and is expected to secure a sustained strong, diverse and long term shareholder base. Furthermore, the IPO is expected to enhance Europris profile with customers. In connection with the IPO, a partial sell down of existing shares is expected by the current majority shareholder in the Company, NC Europris Holding B.V. an entity controlled by Nordic Capital Fund VII ( Nordic Capital ). The IPO will comprise a public offering to institutional and retail investors in Norway and a private placement to certain institutional investors internationally, where the current majority owner in the Company, Nordic Capital, as well as other shareholders, intend to reduce their ownership in the Company. Nordic Capital will remain a significant shareholder after the IPO. ABG Sundal Collier Norge ASA and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners in the IPO; BofA Merrill Lynch and SEB are acting as Joint Bookrunners in the IPO. Moelis & Company is acting as advisor to the Company and the selling shareholders. 1 The Company's registered name is currently EPH II AS, but it plans to change its name to Europris ASA and to register as a public limited liability company (ASA) prior to the IPO. 2 Like for like growth represents the percentage change in same store sales in the year presented compared to the prior year. The measure includes both franchise stores and own stores.

2 Advokatfirmaet Selmer DA and Latham & Watkins (London) LLP are acting as legal advisors to the Company and the selling shareholders. Further announcements relating to the process will be made in due course. Pål Wibe, CEO of Europris commented: As part of the Europris team, I am proud of the strong track record of growth and profitability the Company has demonstrated over a long period of time, but even more excited about the future Europris has come far, but can go even further. Our aim is to continue the consistent trend of strong growth well above market, and rolling out new stores every year to bring the Europris concept closer to all Norwegians, while maintaining our market leading prices. We look forward to offering new shareholders the opportunity to invest in Europris growth and the opportunity for our employees to become shareholders in the Company. Michael Haaning, Partner, NC Advisory A/S, advisor to the Nordic Capital Funds, and board member of Europris commented: Nordic Capital has been part of Europris exciting growth journey since In that period, it has been inspiring to see the strong customer appeal of the stores and the strength of execution from the team being manifested through the Company s sustained growth. It is an impressive team effort to keep customers happy and to lead the market in the variety discount segment. The IPO marks the start of a new and important growth phase for Europris, and we look forward to inviting new investors to join Nordic Capital as owners. Financial highlights 2014 was yet another strong year for Europris reaching NOK 4,259 million in revenues on the back of an impressive 7.0% like for like growth and 9 new store openings. The like for like growth was driven by a healthy mix of traffic growth and an increase in basket size. Growth in profitability was even stronger, with EBITDA reaching NOK 540 million, representing an increase in EBITDA margin from 12.2% in 2013 to 12.7% in This strong momentum has continued into 2015, with 11.7% likefor like growth in the first quarter compared to the same quarter last year, as well as increasing profitability. NOK million Q1-14 Q1-15 Revenue 3,757 4, Total growth 8.5% 13.4% N.A. 15.4% COGS 2,154 2, Gross profit 1,603 1, Gross margin 43% 43% 40% 43% OPEX 1,143 1, EBITDA EBITDA-margin 12.2% 12.7% 3.9% 6.2% EBITA EBITA-margin 10.7% 11.2% 2.2% 4.4%

3 Key strengths Unchallenged market leading position in a fast growing retail segment. Discount variety retail has significantly outperformed other retail segments in Norway over the last 15 years, growing at a pace of 16% per annum 3. This trend is expected to continue on the back of structural trends in Norway, including increased customer focus on value for money. Europris is uniquely positioned as a multi category discount retailer with a total addressable market of approximately NOK 280 billion 4. The Company has consistently outperformed the overall market, both in terms of like for like growth and total growth 5. Unique discount variety retail model. Europris has a unique value proposition, offering customers quality merchandise at low prices and a shopping experience where customers can hunt for great deals, while also covering basic shopping needs. The Company offers a broad assortment of merchandise to optimise its product mix. This supports the strong resilience and stability of the Company s business model and earnings. Europris has an extensive network of 223 stores throughout Norway, and enjoys a deep brand recognition with a 90% brand awareness 6. Extensive experience has positioned Europris as one of Norway s seasonal champions, and the Company focuses on making each season a selling event, and on magnifying the impact and significance of any given season. Fully integrated value chain from factory to customer. Longstanding sourcing experience from low cost countries based on more than 22 years of operating history. Highly efficient logistics setup with nationwide reach. Scale advantages in nationwide marketing. Cost efficient locations and store operations. Impressive track record of growth, high profitability and solid cash generation. Average like for like growth of 4.8% from 2010 to times above the market growth rate in the same period 7. In 2014 the like for like growth was 7.0% compared to overall market growth of 2.7% 8. Rapid and consistent store rollout of profitable stores, with approximately 10 new store openings per year on average. High and stable profitability EBITDA margin of 12.7% in According to Euromonitor and Ultima. 4 According to Euromonitor. 5 Based on market growth assessment from Kvarud Analyse. 6 According to TNS Gallup. 7 According to Kvarud Analyse. 8 According to Kvarud Analyse.

4 Solid cash generation based on high cash conversion from the existing store base and strong payback on new store openings. Strong future growth potential. Strategy to continue to drive strong like for like growth through category management, maintaining and further improving the optimal mix of products, expanding the marketing strategy and upgrading stores through an extensive store upgrade programme. Significant remaining potential for new store rollouts with an identified potential to reach more than 300 store locations in Norway in total. Management and board Europris has a seasoned and highly experienced management team with substantial retailing and consumer goods expertise. The team includes a beneficial mix of new hires and longterm Europris employees that are fully committed to delivering on the Company s growth ambitions. The management team is led by CEO, Pål Wibe, who has more than 16 years of experience in Nordic retail, including as CEO of Nille. Pål Wibe was voted Norwegian retail CEO of the year by Virke (Enterprise Federation of Norway) in The Europris Board of Directors is chaired by Tom Vidar Rygh who has extensive experience from senior management positions and various directorships. Appointment of four independent non executive directors with substantial experience from directorships in several Nordic retail and consumer companies, as well as large publicly listed companies: Anne Carine Tanum is currently the Chairman of DNB ASA and former CEO of the leading Norwegian bookstore chain Tanum. Bente Sollid Storehaug has extensive IT and media experience as CEO of several Norwegian IT companies and as board member of Polaris Media. Hege Bømark has held several directorships in both publicly listed and private companies, including AF Gruppen and Norwegian Property. Carl Christian Westin Jansson is the Chairman of several Nordic companies, including Apoteket AB, and is a board member of KappAhl. The Board also comprises Michael Haaning, Partner, NC Advisory A/S, advisor to the Nordic Capital Funds. Enquiries Pål Wibe, CEO Europris, Espen Eldal, CFO Europris, Jan Petter Stiff, Crux, (media)

5 About Europris ASA Europris is Norway s largest discount variety retailer by sales. The Company offers its customers a broad assortment of quality owned brands and brand name merchandise. The Company s merchandise is sold through the Europris Chain, which consists of a network of 223 stores throughout Norway, 159 of which are directly owned by the Company and 64 of which operate as franchise stores. The Company s headquarters are located in Fredrikstad, Norway. As of 31 March 2015, the Company employed approximately 2,000 full time and part time employees. Important Notice Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, Japanese, South African or United States securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in Australia, Canada, Japan, South Africa or the United States or in 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 "Securities Act"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. This announcement is only being distributed to and is only directed at persons in the United Kingdom 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 announcement 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 announcement must satisfy themselves that it is lawful to do so. This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Directive. The expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each Relevant Member State. A prospectus prepared pursuant to the Prospectus Directive and approved by the competent authority in Norway is expected to be published by the Company and, when published, can be obtained on the Company s website, subject to regulatory restrictions. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus. Before purchasing any shares of the Company

6 ( Shares ), persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information 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 or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. Matters discussed in this announcement may constitute forward looking statements. Forwardlooking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", strategy, "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. The information, opinions and forward looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Each of the Company, ABG Sundal Collier Norge ASA, Goldman Sachs International, Merrill Lynch International and Skandinaviska Enskilda Banken AB (publ.), Oslo Branch 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. This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the IPO cannot be relied upon as a guide to future performance. There is no guarantee that the listing on Oslo Børs will occur and you should not base your financial decisions on the Company s intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the IPO for the entity concerned. Goldman Sachs International and Merrill Lynch International each of which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA"), and ABG Sundal Collier Norge ASA, which is authorised and regulated by the Financial Supervisory Authority of Norway (the "Norwegian FSA"), and Skandinaviska Enskilda Banken AB (publ.), Oslo Branch, which is authorised and regulated by the Swedish Financial Supervisory Authority, i.e. Finansinspektionen, and the Norwegian FSA, are acting exclusively for the Company and no one else in connection with the IPO.

7 In connection with the IPO, ABG Sundal Collier Norge ASA, Goldman Sachs International, Merrill Lynch International and Skandinaviska Enskilda Banken AB (publ.), Oslo Branch and any of their affiliates, may take up a portion of the Shares in the IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the prospectus, once published, to the securities 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, ABG Sundal Collier Norge ASA, Goldman Sachs International, Merrill Lynch International and Skandinaviska Enskilda Banken AB (publ.), Oslo Branch and any of their affiliates acting as investors for their own accounts. ABG Sundal Collier Norge ASA, Goldman Sachs International, Merrill Lynch International and Skandinaviska Enskilda Banken AB (publ.), Oslo Branch 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. None of ABG Sundal Collier Norge ASA, Goldman Sachs International, Merrill Lynch International and Skandinaviska Enskilda Banken AB (publ.), Oslo Branch 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.