Dellia Group ASA - Completion of private placement

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG
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OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL. 

Oslo, 9 December 2025

Reference is made to the stock exchange announcement made by Dellia Group ASA
("Dellia" or the "Company" and including its subsidiaries, the "Group") on 9
December 2025 regarding i.a. Dellia's contemplated acquisition of 100% of the
shares in Kirirom Food Production (K.F.P.) Co., LTD. ("Kirirom") (the
"Acquisition"), and a contemplated private placement of new shares in the
Company (the "Private Placement"). 

Dellia is pleased to announce that the Private Placement has been successfully
placed, with an allocation of 650,000 new shares (the "Offer Shares") at a
subscription price of NOK 310 per Offer Share (the "Offer Price"), raising gross
proceeds to the Company of NOK 201.5 million. The Private Placement attracted
strong interest and was multiple times covered.

ABG Sundal Collier ASA acted as sole bookrunner in the Private Placement (the
"Manager"). 

The net proceeds to the Company from the Private Placement will be used to (i)
fund the cash consideration payable in connection with the Acquisition and
pre-funding of the Land-owning Company referred to in the stock exchange
announcement on 9 December 2025 and (ii) repay outstanding debt in Kirirom
following completion of the Acquisition. Any remaining proceeds may be used for
general corporate purposes.

Notification of allocation will be issued to applicants by the Manager on 10
December 2025.

The Offer Shares allocated in the Private Placement will be settled on a
delivery-versus-payment (DVP) basis on or about 12 December 2025 by delivery of
existing and unencumbered shares in the Company already admitted to trading on
Euronext Oslo Børs pursuant to a share lending agreement between the Company,
the Manager and Storli Holding AS as share lender (the "Share Lending
Agreement"). The Offer Shares allocated in the Private Placement are expected to
be tradable on Euronext Oslo Børs upon notification of allocation on or about 10
December 2025. The Manager will settle the share loan under the Share Lending
Agreement with new shares in the Company to be issued by the Board of Directors
pursuant to an authorisation granted by an extraordinary general meeting held 19
August 2025. 

Following registration of the share capital increase pertaining to the issuance
of the Offer Shares, the Company's share capital will be NOK 5,460,000, divided
into 5,460,000 shares, each with a nominal value of NOK 1.

Subscriptions by primary insiders

The following primary insiders (or persons closely associated with them) have
been allocated Offer Shares at the Offer Price in the Private Placement:

- Christian James-Olsen, chairman of the Board and primary insider of Dellia,
has been allocated 12,903 Offer Shares (NOK 4 million).

- Birkelunden AS, a close associate of Board member and primary insider of
Dellia Mette Rokne Hanestad, has been allocated 1,612 Offer Shares (NOK
500,000).

Please see the attached forms for further details. 

Subsequent offering and equal treatment considerations

Completion of the Private Placement represents a deviation from the
shareholders' preferential rights to subscribe for the Offer Shares. The Private
Placement has been considered by the Board of Directors in light of the equal
treatment obligations under the Norwegian Public Limited Liability Companies Act
and the Norwegian Securities Trading Act, and the Board is of the opinion that
it is in compliance with these requirements. The issuance of the Offer Shares is
carried out as a private placement in order to inter alia finance the cash
consideration for the Acquisition. By structuring the equity raise as a private
placement the Company is able to efficiently raise capital for the
abovementioned purpose at a market-based offer price. Further, a private
placement  will reduce execution and completion  risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to the
current  trading  price,  at  a  lower  cost  and  with  a significantly reduced
completion  risk  compared  to  a  rights  issue. On the basis of the above, the
Board of Directors is of the opinion that the waiver of the preferential rights
inherent in the Private Placement is in the common interest of the Company and
its shareholders.

The  Board has considered a potential  subsequent offering following the Private
Placement  and  concluded  not  to  propose  to  carry out a subsequent offering
directed  towards shareholders who did not participate in the  Private
Placement. The decision is  inter alia based on the limited dilution for the
non-participating shareholders caused by the Private  Placement, that the
Private Placement has been subject to broad marketing including towards existing
shareholders following a publicly announced bookbuilding process, as well as the
pricing in the Private Placement being  set at a market based offer price and
with a modest discount to the  last closing price on Euronext Oslo Børs. 

Advisors 
ABG Sundal Collier ASA acted as sole bookrunner in the Offering. Wikborg Rein
Advokatfirma AS acted as legal advisor to Dellia.

About Dellia | www.dellia.com

Dellia is a Nordic consumer goods group with a fast-growing position in the
dried fruit category. The Group develops and markets brands such as Sunshine
Delights®, Dippies® and A Date With® - exciting and tasty products broadening
the dried fruit category through mass market appeal. Dellia's products are
distributed across approximately 12,800 stores in the Nordics.

* * *

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Thea Guldbrandsøy at the time and date set out
above.

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials are
not being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures. 

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"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the Private Placement in the
United States or to conduct a public offering of securities in the United
States. Any sale in the United States of the securities mentioned herein will be
made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as
amended.

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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).

In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 communication contains forward-looking statements concerning future events,
including possible issuance of equity securities of the Company. Forward-looking
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 communication 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. Actual events may differ
significantly from any anticipated development due to a number of factors,
including, but not limited to, changes in investment levels and need for the
group's services, changes in the general economic, political, and market
conditions in the markets in which the group operate, and changes in laws and
regulations. Such risks, uncertainties, contingencies, and other important
factors include the possibility that the Company will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this communication by
such forward-looking statements. The Company does not make any guarantees that
the assumptions underlying the forward-looking statements in this communication
are free from errors.

The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Manager and their respective affiliates
expressly disclaims any obligation or undertaking to update, review, or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise, unless required by laws or
regulations.

The Manager is acting exclusively for the Company and no one else in connection
with the Private Placement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, or for advice in
relation to the contents of this announcement or any of the matters referred to
herein. Neither the Manager nor any of their respective affiliates make any
representation as to the accuracy or completeness of this announcement and none
of them accepts any liability arising from the use of this announcement or
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and 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. 

Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given. 

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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, 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, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

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