NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG AND

JAPAN OR OTHER RESTRICTED JURISDICTIONS

OFFER DOCUMENT

Voluntary offer to acquire all outstanding Shares in

LINK Mobility Group ASA

made by

Victory Partners VIII Norway AS

Offer Price:

NOK 225.00 in cash per Share in LINK Mobility Group ASA

Acceptance Period: From and including 10 July 2018 to and including 9 August 2018 at 16:30 CET

(subject to extension)

THE OFFER IS NOT BEING MADE AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY

JURISDICTION OR TO ANY PERSON WHERE THE MAKING OR ACCEPTANCE

OF THE OFFER OR SOLICITATION WOULD BE IN VIOLATION OF THE LAWS OR REGULATIONS OF

SUCH JURISDICTION. OTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICES UNDER

“IMPORTANT INFORMATION” ON PAGE 2, SECTIONS 4.5 (“PROCEDURES FOR ACCEPTING THE

OFFER”) AND 4.15 (“RESTRICTIONS”) FOR MORE INFORMATION ON THESE RESTRICTIONS.

Financial Advisor and Receiving Agent:

9 July 2018

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IMPORTANT INFORMATION

This Offer Document has been prepared by Victory Partners VIII Norway AS (the “Offeror”) in order to

document the terms, conditions and limitations of its recommended voluntary tender offer (the “Offer”)

to acquire all outstanding shares (the “Shares”) in LINK Mobility Group ASA (the “Company”) pursuant to

section 6-19 of the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the “Securities Trading

Act”) at an offer price per Share of NOK 225.00 (the “Offer Price”).

The Offer can be accepted in the period from and including 10 July 2018 to and including 9 August 2018

at 16:30 CET (subject to extension) (the “Acceptance Period”). In the event that the conditions for

closing of the Offer have not been met or waived by 3 December 2018 at 24:00 CET (the “Drop-dead

Date”), the Offer will not be completed and shareholders who have tendered their Shares will be

released from their acceptances of the Offer.

This Offer Document (the “Offer Document”) and the Offer have been reviewed and approved by the

Oslo Stock Exchange (“Oslo Børs”) in its capacity as the take-over authority of Norway pursuant to

section 6-14 of the Securities Trading Act. The Offer is made to all shareholders of the Company who can

legally receive this Offer Document and accept the Offer.

With the exception of the Offeror, no person is entitled or authorized to provide any information or make

any representations in connection with the Offer other than the information included in this Offer

Document. If such information or representation is provided or made by any other party than the Offeror,

such information or representation, as the case may be, should not be relied upon as having been

provided or made by or on behalf of the Offeror.

Shareholders of the Company must rely upon their own examination of this Offer Document. Each

shareholder should study this Offer Document carefully in order to be able to make an informed and

balanced assessment of the Offer and the information that is discussed and described herein.

Shareholders should not construe the contents of this Offer Document as legal, tax or accounting advice,

or as information necessarily applicable to each shareholder. Each shareholder in the Company is urged to

seek independent advice from its own financial and legal advisors prior to making a decision to accept the

Offer.

Information on the Company in this Offer Document is based on the Company’s public accounts and other

material in the public domain. The Offeror disclaims any responsibility and liability for the accuracy or

completeness of the Offer Document in terms of the information on the Company.

This Offer Document has been prepared in the English language only. A summary in Norwegian is included

in Section 8 (“Norsk Sammendrag (Norwegian Summary)”) for information purposes only. The English

version is the legally binding version and shall prevail in case of any discrepancies between the text and

the Norwegian Summary.

Skandinaviska Enskilda Banken AB (publ), Oslo Branch is acting as financial advisor and as receiving agent

(the “Financial Advisor” or the “Receiving Agent”) to the Offeror in connection with the Offer. The

Financial Advisor is not acting on behalf of any other party in connection with the Offer and will not be

responsible to any party other than the Offeror for providing (i) the protections normally granted to their

customers or (ii) advice in relation to the Offer.

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RESTRICTIONS

General

The Offer and this Offer Document are not to be regarded as an offer, whether directly or indirectly, in

jurisdictions where, pursuant to legislation and regulations in such relevant jurisdictions, such an offer

would be prohibited. Shareholders not resident in Norway wanting to accept the Offer must make

inquiries regarding relevant and applicable legislation, including but not limited to whether public

consent is required and any possible tax consequences. The Offer is not made to, either directly nor

indirectly or on behalf of, shareholders in any jurisdiction where presenting the Offer or acceptance

thereof would be in conflict with the laws of such jurisdictions including, but not limited to, shareholders

present in, with registered or mailing addresses in, or who are citizens of Canada, Australia, New

Zealand, South-Africa, Hong Kong and Japan (the "Restricted Territories") and the Offeror retains the

right not to accept acceptance of this Offer from such shareholders.

This Offer Document, the acceptance form in Schedule 3 and 4 of this Offer Document (the “Acceptance

Form”) and other documents or information relating to this Offer Document or to the Offer are not being

and must not be mailed, communicated, or otherwise distributed in or into the Restricted Territories by

any shareholder, any broker-dealer, bank or other intermediaries holding the Shares on behalf of any

beneficial shareholder, or any other person in any manner whatsoever. Persons receiving such documents

or information (including, without limitation, custodians, nominees and trustees) should not distribute or

send them in or into a Restricted Territory or use mails or any means, instrument or facility of a

Restricted Territory in responding to the Offer or otherwise in connection with the Offer.

Any failure to comply with these restrictions may constitute a violation of applicable securities laws. It is

the responsibility of all persons obtaining the Offer Document, Acceptance Form or other documents

relating to this Offer Document or to the Offer or into whose possession such documents otherwise come,

to inform themselves of and observe all such restrictions. Any recipient of this Offer Document who is in

any doubt in relation to these restrictions should consult his or her professional advisors in the relevant

jurisdiction. Neither the Offeror nor the Receiving Agent accept or assume any responsibility or liability

for any violation by any person whomsoever of any such restriction.

This Offer Document does not represent an offer to acquire or obtain securities other than the shares in

the Company that are subject to the Offer.

Among the Company’s foreign shareholders or shareholders registered as nominee accounts, in the

Norwegian Central Securities Depositary (the “VPS”), based on the information the Offeror has as of the

date hereof, no shareholders are resident in jurisdictions where the Offer may not be put forward.

Canada

Neither this Offer Document nor any copy of it may be taken or transmitted into Canada or distributed or

redistributed in Canada or to any individual outside Canada who is a resident of Canada, except in

compliance with applicable rules.

Australia

The Offer is not being made directly or indirectly in or into and may not be accepted in or from Australia.

Accordingly, if any copies of this Offer Document (and any accompanying documents) are mailed or

otherwise distributed or sent in or into Australia, that action does not constitute an offer and any

purported acceptance by or on behalf of an Australian resident will be invalid.

No document in connection with the Offer has been lodged with the Australian Securities & Investments

Commission (“ASIC”) and ASIC has not approved the Offer in Australia.

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Japan

Neither this Offer Document nor any copy of it may be taken or transmitted into Japan or distributed or

redistributed in Japan or to any resident thereof for the purpose of solicitation of subscription or offer for

sale of any securities or in the context where its distribution may be construed as such solicitation or

offer.

United States

The Offer relates to shares of a Norwegian company and is subject to the legal provisions of the Securities

Trading Act regarding the implementation and disclosure requirements for such an offer, which differ

substantially from the corresponding legal provisions of the United States. For example, certain financial

information in this Offer Document has been determined in accordance with the International Financial

Reporting Standards ("IFRS") and may therefore not be comparable to financial information on U.S.

companies and other companies whose financial information is determined in accordance with the

Generally Accepted Accounting Principles of the United States. Furthermore, the payment and settlement

procedure with respect to the Offer will comply with the relevant rules of the Securities Trading Act,

which differ from payment and settlement procedures customary in the United States, particularly with

regard to the payment date of the consideration.

Oslo Børs has approved the Offer Document. Neither the SEC nor any securities supervisory authority in

the United States has approved or disapproved this Offer or reviewed it for its fairness or its benefits, nor

have the contents of this Offer Document or any other documentation relating to the Offer been reviewed

for accuracy or fairness by the SEC or any securities supervisory authority in the United States. It may be

difficult for holders of Shares whose place of residence or place of habitual abode is in the United States

("U.S. Securityholders") to enforce their rights and claims under U.S. federal securities laws because both

the Offeror and the Company are organized and governed by Norwegian law and all of the relevant

officers and directors of the Company are resident outside of the United States.

General

Shareholders of the Company wishing to accept the Offer must not use mails or any means in or of the

Restricted Territories, instrument or facility for any purpose directly or indirectly relating to the

acceptance of the Offer in or from the Restricted Territories. Envelopes containing acceptance forms may

not be postmarked in the Restricted Territories or otherwise dispatched from those jurisdictions and all

acceptors must provide addresses outside of those jurisdictions for receipt of the Offer Price or the return

of the Acceptance Form, as the case may be.

FORWARD-LOOKING STATEMENTS

The statements contained in this Offer Document that are not historical facts are “forward-looking”

statements. These forward-looking statements are subject to a number of risks and uncertainties, many

of which are beyond the Offeror’s control and all of which are based on the Offeror’s current beliefs and

expectations about future events. Forward-looking statements are typically identified by the use of

forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “intends”,

“estimates”, “plans”, “assumes” or “anticipates” or the negative thereof or other variations thereon or

comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition,

from time to time, the Offeror or its representatives have made or may make forward-looking statements

orally or in writing. Such forward-looking statements may be included in, but are not limited to, press

releases or oral statements made by or with the approval of the Offeror’s authorized executive officers.

These forward-looking statements and other statements contained in this Offer Document regarding

matters that are not historical facts involve predictions. No assurance can be given that such future

results will be achieved. Actual events or results may differ materially as a result of risks and

uncertainties facing the Offeror. Such risks and uncertainties could cause actual results to vary materially

5 (42)

from the future results indicated, expressed or implied, in such forward-looking statements. The forward-

looking statements contained in this Offer Document are accurate only as at the date of this document.

Except to the extent required by applicable law, the Offeror will not be obligated to update any of them

in light of new information or future events and undertakes no duty to do so.

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CONTENTS

Clause Page

1. SUMMARY OF KEY TERMS OF THE OFFER ................................................................... 7

2. STATEMENT REGARDING THE OFFER DOCUMENT ......................................................... 9

3. BACKGROUND FOR THE OFFER ............................................................................. 10

4. TERMS AND CONDITIONS OF THE OFFER ................................................................. 13

5. ADDITIONAL INFORMATION ON THE OFFER .............................................................. 20

6. INFORMATION ON THE COMPANY .......................................................................... 27

7. TAXATION ..................................................................................................... 31

8. NORSK SAMMENDRAG (NORWEGIAN SUMMARY) ......................................................... 33

SCHEDULE 1 - STATEMENT BY THE BOARD OF DIRECTORS OF THE COMPANY

SCHEDULE 2 - INDEPENDENT STATEMENT ON THE OFFER PURSUANT TO SECTION 6-16 OF THE

SECURITIES TRADING ACT

SCHEDULE 3 – ACCEPTANCE FORM

SCHEDULE 4 - AKSEPTFORMULAR (NORWEGIAN LANGUAGE ACCEPTANCE FORM)

This Offer Document has been prepared in the English language only. A summary in Norwegian is

included in section 8 (“Norsk Sammendrag (Norwegian Summary)”) for information purposes only.

The English version is the legally binding version and shall prevail in case of any discrepancies

between the text and the Norwegian Summary.

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1. SUMMARY OF KEY TERMS OF THE OFFER

The following is a brief summary of the main terms and conditions of the Offer. The

complete terms and conditions of the Offer are set out in section 4 (“Terms and conditions

of the Offer”):

Offeror Victory Partners VIII Norway AS, see section 3.2 (“The Offeror”).

Company LINK Mobility Group ASA, see section 6 (“Information on the

Company”).

Offer Price NOK 225.00 per Share, see section 4.1 (“Offer Price”).

Blocking of tendered

Shares

By delivering a duly executed Acceptance Form, shareholders give

the Receiving Agent an authorization to block the Shares to which the

Acceptance Form relates, in favour of the Receiving Agent. The

Receiving Agent is at the same time authorized to transfer the Shares

to the Offeror against payment of the Offer Price, see section 4.6

(“Blocking of tendered shares”).

Acceptance Period

From and including 10 July 2018 to and including 9 August 2018 at

16:30 CET, subject to extension, see section 4.2 (“Acceptance

Period”).

Conditions for

completion of the

Offer

Completion of the Offer is subject to several conditions, including but

not limited to minimum acceptance, regulatory approvals, no

material adverse change, conduct of business, board

recommendation, no governmental interference and no breach of

transaction agreement, see section 4.3 (“Conditions for completion

of the Offer”).

Drop-dead Date 24:00 CET on 3 December 2018, see section 4.4 (“Drop-dead Date”).

Settlement In NOK within 15 Business Days after announcement that conditions

for completion of the Offer as described in section 4.3 (“Condition

for Completion of the Offer”)(a) “Minimum acceptance” and (ii)

Regulatory Approvals”, have been met or waived, see section 4.13

(“Settlement”).

Acceptance binding

The acceptance of the Offer is irrevocable, and may not be

withdrawn, in whole or in part, once the Receiving Agent has

received the Acceptance Form, see section 4.5 (“Procedures for

accepting the Offer”).

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Amendments to the

Offer

The Offeror reserves the right to amend the Offer in its sole

discretion at any time, provided however that the Offeror may not

amend the Offer in a manner which disadvantages the shareholders,

see section 4.9 (“Amendments to the Offer”).

Governing Law and

Jurisdiction

The Offer, this Offer Document and all acceptances of the Offer shall

be governed by Norwegian law with the Oslo city court as legal

venue.

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2. STATEMENT REGARDING THE OFFER DOCUMENT

This Offer Document has been prepared by the Offeror in accordance with the Norwegian

Securities Trading Act to provide the shareholders of the Company with a basis for

evaluating the Offer by the Offeror to acquire the Shares in the Company as presented

herein. The Offeror undertakes no responsibility for the correctness or completeness of

information regarding the Company set out herein, which has exclusively been derived

from public sources.

9 July 2018

Victory Partners VIII Norway AS

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3. BACKGROUND FOR THE OFFER

3.1 General

As of the date of this Offer Document, the Offeror owns no Shares in the Company and has

not previously acquired or paid for Shares in the Company.

The Offeror has however entered into an investment agreement (the “Investment

Agreement”) with certain members of the Company’s board of directors and management

who are also shareholders in the Company being Jens Rugseth, Rune Syversen, Søren

Sundahl and Arild Hustad (or companies controlled by them) (the “Management

Investors”), and the Offeror’s holding company, Victory Partners VIII Norway Holding AS

(“Victory Holding”) and Victory Partners VIII Limited (the “Major Shareholder”), whereby

they have agreed to jointly make an offer for all the Shares in the Company through joint

ownership of Victory Holding. Accordingly, subject to completion of the Offer, the

Management Investors will transfer in aggregate 2,225,464 Shares in the Company to the

Offeror at a price per Share equal to the Offer Price in exchange of shares in Victory

Holding (hereinafter referred to as the “Conditional Share Purchase”), as further

described in section 5.11 (“Pre-acceptance”). The Shares to be transferred by the

Management Investors represent approximately 14.7% of the Company’s current registered

share capital. Pursuant to the Investment Agreement, the Management Investors shall

further irrevocably tender their remaining 2,151,299 1 Shares in the Company (and any

further Shares they may own or acquire) in the Offer at the Offer Price, as further

described in section 5.11 (“Pre-acceptance”).

Through the Offer, the Major Shareholder and the Management Investors aim, through their

joint indirect ownership of the Offeror, to further develop the Company in an unlisted

setting by having few and active owners who can contribute their resources, knowledge

and capital.

The highest price the Offeror has made or agreed for Shares in the Company as of the date

hereof is NOK 225.00, equal to the Offer Price in the Offer.

Other than (i) the Investment Agreement and (ii) pre-acceptances of the Offer as described

in section 4.8 (“Pre-acceptances”) below, neither the Offeror nor any related party or close

associate of the Offeror (as defined in section 2-5 of the Securities Trading Act), hold any

rights to Shares, convertible loans (as set out in section 11-1 of the Norwegian Public

Limited Companies Act of 1997 (the “Companies Act”)) or any other financial instrument

that gives the right to acquire shares in the Company.

The Offeror is offering to acquire all shares in the Company on the terms and subject to

the conditions and limitations set out in this Offer Document (including the limitations set

out under section 4.5 (“Procedures for accepting the Offer”) and section 4.15

(“Restrictions”)). The Offeror is offering to pay NOK 225.00 in cash for each Share in the

Company (par value NOK 1 per share) tendered in the Offer. The Offer Price represents a

premium of 27.4% over the closing price of the shares on 29 June 2018, and a premium of

1 Total number of shares includes 400,000 shares held by Sundahl ApS under a forward contract with delivery and settlement

no later than on 17 August 2018 and excludes 100,000 shares held by Sundahl ApS under which a repurchase option have been

granted in favour of Futurum Capital AS.

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44.5%, 51.7%, and 71.5% over the volume weighted average price (“VWAP”) of the

Company’s Shares for the three, six and twelve month periods respectively, prior to

announcement of the intention to make the Offer.

The graph below shows the development in trading price (or closing price) for the Shares

on Oslo Børs in the period from July 2016 to July 2018 (the latest practically possible date

prior to the date of this Offer Document, not adjusted for dividends.

3.2 The Offeror

The Offer is made by Victory Partners VIII Norway AS, a private limited liability company

incorporated and existing under the laws of Norway with registration number 920 901 409

and registered address c/o Intertrust (Norway) AS, Munkedamsveien 59B, 0270 Oslo. The

Offeror is a newly established company for the purpose of making the Offer.

The Offeror’s immediate parent company is Victory Partners VIII Norway Holding AS, a

private limited liability company incorporated and existing under the laws of Norway with

registration number 920 901 336 and registered address c/o Intertrust (Norway) AS,

Munkedamsveien 59B, 0270 Oslo. Victory Holding is a newly established company for the

purpose of being a parent company to the Offeror.

The Offeror and Victory Holding are holding companies established indirectly by the ABRY

fund, ABRY Partners VIII, L.P., an American private equity fund, with a strategy to grow

communications businesses globally. ABRY Partners II LLC (“ABRY”) is the investment

manager for the ABRY funds.

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ABRY is one of the most experienced media, communications, business and information

services focused private equity investment firms. Since ABRY’s founding in 1989, the firm

has completed over $77.7 billion of leveraged transactions and other private equity or

preferred equity placements, representing investments in over 550 properties. Currently,

ABRY manages $5.0 billion of capital in its active funds, and its funds have consistently

generated top-quartile investment returns. As such, ABRY’s investor base is highly stable,

and consists of well-regarded institutions including Fortune 100 pension funds, major

insurance companies, prominent investment funds and foundations.

ABRY Partners VIII, L.P. holds its ownership in Victory Holding through its UK incorporated

subsidiary, the Major Shareholder.

3.3 The Company

LINK Mobility Group ASA is a public limited liability company incorporated and existing

under the laws of Norway with registration number 984 066 910 and registered business

address at Langkaia 1, 0150 Oslo. The Shares in the Company are primary listed on Oslo

Børs with ticker code “LINK”.

At the date hereof, the Company has a registered share capital of NOK 15,095,017, divided

into 15,095,017 Shares, each with a par value of NOK 1.00. The Company’s Shares provide

equal rights to vote and other privileges in the Company in accordance with the Companies

Act. The Shares are registered in the VPS with International Securities Identification

Number (“ISIN”) NO0010219702.

For further information on the Company see section 6 (“Information on the Company”)

below.

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4. TERMS AND CONDITIONS OF THE OFFER

4.1 Offer Price

The Offer comprises all the issued and outstanding 15,095,017 Shares in the Company, and

does not extend to any further Shares. The Company has in a Transaction Agreement (as

defined in section 5.1) agreed not to resolve or issue any Shares or grant any right to

Shares until either the Offer is completed or the Transaction Agreement is terminated.

Shareholders of the Company who accept the Offer will receive NOK 225.00 per Share

tendered in the Offer. The Offer Price will be paid in cash according to the terms set out in

this Offer Document. The Offer values the Company at approximately NOK 3,396 million.

If the Company should decide to (i) change the Company's share capital, the number of

Shares issued or the par value of the Shares, (ii) resolve to distribute a dividend or make

any other distributions to the Company shareholders, (iii) issue instruments which give the

right to require Shares to be issued, or (iv) announce that the Company has decided on any

such measures, the Offeror may adjust the Offer Price and/or other terms and conditions

of the Offer to compensate for the economic effects of such decisions. If such adjustment

is made, acceptances of the Offer received prior to the adjustments shall be deemed an

acceptance of the Offer as revised.

The Offeror shall not directly or indirectly acquire or enter into any agreement to acquire

Shares (in the open market or in privately negotiated transactions or otherwise) from 2 July

2018 until the settlement of the Offer, and extending to the end of the acceptance period

in a subsequent mandatory offer that is required by the Offeror as a result of the

completion of the Offer, if any, at a consideration higher than the Offer Price (“Higher

Consideration”), without the Offeror increasing the Offer Price so as to be at least equal

to such Higher Consideration. Any non-cash element in such Higher Consideration shall be

converted into cash based on fair market value for the purpose of determining the

increased Offer Price.

No interest or other compensation other than the Offer Price will be paid by the Offeror to

the shareholders tendering the Shares in the Offer.

4.2 Acceptance Period

The Acceptance Period for the Offer shall be from and including 10 July 2018 to and

including 9 August 2018 at 16:30 CET. The Offeror may extend the Acceptance Period (one

or more times) by up to an aggregate total Acceptance Period of 10 weeks, provided

however that the Offeror cannot extend the Acceptance Period if condition (a) (Minimum

Acceptance) under Section 4.3 “Conditions for completion of the Offer” has been met at

the time of announcement of the extensions as determined by the Offeror. Any extension

of the Acceptance Period will be announced in the manner described in section 4.12

(“Notices”) below prior to the expiry of the prevailing Acceptance Period.

The Offeror will after the end of the Acceptance Period issue a notification informing the

market about the level of acceptances of the Offer.

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4.3 Conditions for completion of the Offer

Completion of the Offer is subject to the satisfaction of the following conditions being met

or waived by the Offeror, acting in its sole discretion:

(a) Minimum Acceptance. The Offer shall at or prior to the expiration of the

Acceptance Period have been validly accepted by shareholders of the Company

representing (when taken together with any Shares acquired or legally binding

agreements to be acquired by the Offeror other than through the Offer) more than

90% of the issued and outstanding share capital and voting rights of the Company on

a Fully Diluted basis, and such acceptances or agreements being valid and not

withdrawn or being subject to any third party consents in respect of pledges or other

rights. For this purpose, “Fully Diluted” shall mean all issued Shares together with

all Shares which the Company would be required to issue if all rights to subscribe for

or otherwise require the Company to issue additional Shares, under any agreement

or instrument, existing at or prior to completion of the Offer, were exercised.

(b) Regulatory Approvals. That all permits, consents, clearances and approvals required

for completion of the Offer from competent regulatory authorities, including

antitrust authorities, have been obtained, in each case without conditions, and any

applicable waiting periods having expired or lapsed.

(c) No Material Adverse Change. No Material Adverse Change shall have occurred.

For the purpose of this document, “Material Adverse Change” shall mean any

change, effect, development or event that has occurred that is or would reasonably

be expected to have a material adverse effect on the business, operations, property

or financial condition of the Company, together with its subsidiaries taken as a

whole; provided that no such change, effect, development or event resulting from or

relating to any of the following shall be taken into account when determining

whether such change, effect, development or event has occurred:

(i) a change, effect, development or event that generally affects the industry in

which the Company group operates;

(ii) a change, effect, development or event that affect generally the economy or

the credit, debt, financial or capital markets, in each case in markets in which

the Company operates or elsewhere in the world, including events in interest

or exchange rates;

(iii) any act by the Offeror or its affiliates;

(iv) a change, effect, development or event arising as a result of the Offer or the

closing thereof; and

(v) any decline in the market price, or change in trading volume, of the

Company’s Shares as a result of (i) – (iv).

(d) Conduct of Business. The Company and its subsidiaries (taken as a whole) shall carry

on its business in accordance with its ordinary course of business.

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(e) Board Recommendation. The Company’s board of directors not, without the

Offeror’s written consent, having qualified, amended or withdrawn its

recommendation of the Offer.

(f) No governmental interference. No court or other governmental, regulatory

authority of competent jurisdiction shall have taken any form of legal action

(whether temporary, preliminary or permanent) that has the effect of the Offer not

being able to be consummated or, in connection with the Offer, impose conditions

upon the Offeror, the Company or any of its subsidiaries which would require the

Offeror to incur any material expenditure, would prohibit or significantly impair the

Offeror’s ownership or operation of the Company group, or is reasonably likely to

have a material adverse effect on the business, operations, property or financial

condition of the Company group (taken as a whole).

(g) No Breach of Transaction Agreement. The Company shall have complied in all

material respects with all its covenants, undertakings and obligations under the

Transaction Agreement entered into between the Company and the Offeror.

As soon as each of the conditions above has been met, waived or failed to be met, the

Offeror will issue a notification to that effect in accordance with the procedures set out in

section 4.12 (“Notices”) below, except for information regarding the acceptance level in

section 4.3 (a) which shall be announced within two Business Days after the expiry of the

(than prevailing) Acceptance Period (a “Business Day” meaning a day other than Saturday

and Sunday on which banks are open for business in Norway).

4.4 Drop-dead Date

In the event that the conditions for closing of the Offer have not been met or waived by

the Offeror, acting in its sole discretion, by 24:00 CET on 3 December 2018, the Offer will

not be completed and shareholders who have tendered their Shares will be released from

their acceptances of the Offer.

4.5 Procedures for accepting the Offer

Shareholders who wish to accept the Offer must complete and sign the Acceptance Form

enclosed with this Offer Document and return it to the Receiving Agent within the

expiration of the Acceptance Period on 9 August 2018 at 16:30 CET (or such time that the

Acceptance Period may be extended to). The Acceptance Form can be submitted by fax,

email, hand delivery or by mail. As the Acceptance Form must be received by the Receiving

Agent before 9 August 2018 at 16:30 CET (or such time that the Acceptance Period may be

extended to), it is not sufficient to mail the Acceptance Form on 9 August 2018.

An acceptance of the Offer will, in addition to the Shares the shareholder has registered on

the VPS account stated in the Acceptance Form, cover all Shares the shareholder holds or

have or will be acquired and credited to the VPS account stated in the Acceptance Form at

the settlement of the Offer.

In order for a shareholder to validly accept the Offer, the Acceptance Form must be signed

by the shareholder or the authorised signatory or attorney-in-fact of such shareholder.

Evidence of the authority of such person to sign the Acceptance Form, e.g. an authorisation

and/or a company certificate, must be delivered together with the Acceptance Form.

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Shareholders who own Shares registered on more than one VPS account must submit a

separate Acceptance Form for each account.

The correctly completed and signed Acceptance Form shall be sent by fax or email,

delivered by hand or sent by mail to the Receiving Agent at the following address:

Skandinaviska Enskilda Banken AB (publ), Oslo Branch

Filipstad Brygge 1

P.O.Box 1843 Vika

N-0123 Oslo

Norway

Telephone: +47 22 82 70 00

Fax: +47 21 00 89 62

Email: acceptance@seb.no

Any Acceptance Form that is not correctly completed or that is received after the

expiration of the Acceptance Period can be rejected without further notice. Neither the

Offeror nor the Receiving Agent will be responsible for delays in the postal system or other

carriers for Acceptance Forms that are not received in time. The Offeror reserves the right

to approve acceptances that are received after the expiration of the Acceptance Period,

that are not correctly completed, that is not accompanied by the required evidence of

authority, or is received at a place other than as set out above, within the limits of the

requirements in Section 6-10 (9) of the Securities Trading Act for equal treatment of

shareholders. The Offeror assumes no obligations to accept such acceptances.

Shareholders who own Shares registered in the name of brokers, banks, investment

companies or other nominees, must contact such persons to accept the Offer. Acceptance

of the Offer for Shares registered in the name of an investment manager must be done by

the manager on behalf of the shareholder.

All Shares tendered in the Offer are to be transferred free of any encumbrances and any

other third party rights whatsoever and with all shareholder rights attached to them. Any

third party with registered encumbrances or other third-party rights over the relevant VPS

account(s) must sign the Acceptance Form and thereby waive its rights in the Shares sold in

the Offer and approve the transfer of the Shares to the Offeror free and clear of any such

encumbrances and any other third party rights. Acceptances will be treated as valid only if

any such rights holder has consented in signing on the Acceptance Form for the sale and

transfer of the Shares free of encumbrances to the Offeror. Procuring relevant consent

from the rights holder is the sole risk and responsibility of the accepting Shareholder.

No confirmation of receipt of Acceptance Forms or other documents will be made on behalf

of the Offeror. All notifications, documents and remittance that shall be delivered by or

sent to or from the shareholders who accept the Offer (or their representatives) will be

sent to or delivered by them at their own risk.

The acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in

part, once the Receiving Agent has received the Acceptance Form.

By delivering a duly executed Acceptance Form, shareholders irrevocably authorises

the Receiving Agent to debit such accepting shareholder’s VPS-account, and to transfer

17 (42)

the Shares to the Offeror against payment of the Offer Price of NOK 225.00 per Share

upon completion of the Offer.

In accordance with the Securities Trading Act, the Receiving Agent must categorize all new

customers in one of three customer categories. All shareholders delivering the Acceptance

Form and which are not existing clients of the Receiving Agent will be categorized as non-

professional clients. For further information about the categorization, the shareholder may

contact the Receiving Agent. The Receiving Agent will treat the delivery of the Acceptance

Form as an execution only instruction from the shareholder to sell his/her/its shares under

the Offer, since the Receiving Agent is not in the position to determine whether the

acceptance and selling of Shares is suitable or not for the shareholder.

4.6 Blocking of tendered shares

By delivering a duly executed Acceptance Form, shareholders give the Receiving Agent an

authorization to block the Shares to which the Acceptance Form relates, in favour of the

Receiving Agent. The Receiving Agent is at the same time authorized to transfer the Shares

to the Offeror against payment of the Offer Price (see section 4.5 (“Procedures for

accepting the Offer”) above and section 4.13 (“Settlement”) below). In the event the

Offer is cancelled, the blocking will be terminated. The shareholder undertakes, from the

time of delivering a duly executed Acceptance Form, not to use the Shares covered by the

Acceptance Form as security, pledge, encumber them or transfer them to another VPS

account. From the time of blocking it will not be possible to sell, transfer or in any other

way dispose of the Shares. The shareholder is free to dispose any other securities

registered in the same VPS account as the blocked Shares.

4.7 Shareholder rights

Subject to section 4.6 (“Blocking of tendered shares”), shareholders that accept the Offer

will remain the legal owners of their Shares and retain voting rights and other shareholder

rights related thereto until settlement has taken place.

4.8 Pre-acceptances

Shareholders representing in aggregate approximately 54% of the outstanding Shares and

votes in the Company, have irrevocably undertaken to accept the Offer as further

described in section 5.11.

4.9 Amendments to the Offer

Subject to the approval of Oslo Børs, the Offeror reserves the right to amend the Offer,

including by adjusting the Offer Price or extending the Acceptance Period one or several

times, in its sole discretion at any time, provided however that the Offeror may not amend

the Offer in a manner which disadvantages the shareholders. Certain amendments to the

Offer may require an extension of the Acceptance Period pursuant to applicable law. Any

amendments are binding on the Offeror once a notice is received by Oslo Børs in

accordance with the procedures set out in section 4.12 (“Notices”) below. The Offeror will

inform the market about the level of acceptances of the Offer in any notice regarding

amendments to the Offer. Any acceptance received by the Receiving Agent is binding even

if the Acceptance Period is extended and/or the Offer is otherwise amended in accordance

with the terms of this Offer Document. Shareholders who have already accepted the Offer

18 (42)

in its original form or with previous amendments will be entitled to any benefits arising

from such amendments.

4.10 Transaction costs

Shareholders who accept the Offer will not have to pay brokerage fees as a direct

consequence of the shareholder accepting the Offer. The Offeror will pay VPS-transaction

costs that may occur as a direct consequence of the shareholder accepting the Offer. The

Offeror will not cover any other costs that a shareholder may incur in connection with

acceptance of the Offer.

4.11 Tax

Shareholders accepting the Offer are themselves responsible for any tax liability arising as

a result of the settlement and any costs incurred in obtaining advice on this matter. A

general description of the tax implications of the Offer is included under section 7

(“Taxation”) below. However, shareholders are urged to seek advice from their own tax

consultants to determine the particular tax consequences to them arising from their

acceptance of the Offer and the relevance or effect of any domestic or foreign tax laws or

treaties.

4.12 Notices

Notices in connection with the Offer will be published by notification through the online

information system of Oslo Børs (www.newsweb.no). Notices will be deemed made when

Oslo Børs has published the notice. The Offeror will without undue delay notify Oslo Børs if

the conditions of the Offer are met or waived or if the Offer is cancelled, as further

described herein.

4.13 Settlement

Settlement according to the Offer will be made in cash in Norwegian kroner (NOK) no later

than 15 Business Days after the date on which the Offeror has announced that the following

conditions for completion of the Offer: (i) the condition described in section 4.3 (a)

“Minimum acceptance” (provided that such acceptances, and agreements for purchase of

Shares outside the Offer, being valid and not withdrawn or being subject to any third party

consents in respect of pledges or other rights on settlement of the Offer) and (ii) the

condition described in section 4.3 (b) “Regulatory Approvals”, are fulfilled or waived by

the Offeror.

Shareholders who have tendered Shares in the Offer remain bound by their acceptance

until the earlier of (i) settlement of the Offer, (ii) the Drop-Dead Date or (iii) the date

when the Offeror announces that the Offer has been cancelled or withdrawn.

On settlement, the relevant amount to be paid to each shareholder who has lawfully

accepted the Offer will be transferred to the bank account that, at the time that

acceptance was registered in the VPS, is the account for payment of dividends to the

shareholder. If there are no records of such bank account, settlement will be made in

accordance with bank account details provided by the accepting shareholder or by issuing a

bank giro or check.

19 (42)

For shareholders who do not hold a bank account with a Norwegian bank, payment details

for offshore payments must be included in the Acceptance Form in addition to the bank

account number, such as IBAN, SWIFT or similar payment codes depending on the

jurisdiction where the bank account is located. The Receiving Agent should be contacted in

this respect.

If there are no records of a bank account in the VPS and no bank account is specified by the

shareholder when submitting the Acceptance Form, settlement will be made by way of

postal cheque (or currency cheque for shareholders with a non-Norwegian address).

4.14 Acquisition of Shares outside the Offer

During and after the Acceptance Period, the Offeror and/or its affiliates or their brokers

(acting as agents) can purchase or make arrangements to purchase Shares or other

securities that are immediately convertible into, exchangeable for, or exercisable for,

Shares, in accordance with applicable regulations. The Offeror will, to the extent required

by Norwegian law, publicly disclose purchases of Shares in accordance with the procedures

described in section 4.12 (“Notices”).

4.15 Restrictions

By accepting the Offer by delivery of a duly executed Acceptance Form to the Receiving

Agent, the accepting shareholder certifies that such accepting shareholder;

(a) has not received the Offer Document, the Acceptance Form or any other document

relating to the Offer in the Restricted Territories, nor has mailed, transmitted or

otherwise distributed any such document in or into the Restricted Territories;

(b) has not utilized, directly or indirectly, the mails, or any means or instrument of

commerce, or the facilities of any national securities exchange, of the Restricted

Territories in connection with the Offer;

(c) is not and was not located in the Restricted Territories at the time of accepting the

terms of the Offer or at the time of returning the Acceptance Form;

(d) if acting in a fiduciary, agency or other capacity as an intermediary, then either (i)

has full investment discretion with respect to the securities covered by the

Acceptance Form or (ii) the person on whose behalf they were acting was located

outside the Restricted Territories at the time of instructing acceptance of the Offer.

4.16 Jurisdiction and Choice of Law

The Offer, this Offer Document and all acceptances of the Offer shall be governed by

Norwegian law with Oslo city court as legal venue. Shareholders accepting the Offer agree

that any dispute arising out of or in connection with the Offer, this Offer Document or any

acceptances of the Offer is subject to Norwegian law and shall exclusively be settled by

Norwegian courts and with Oslo city court as legal venue.

20 (42)

5. ADDITIONAL INFORMATION ON THE OFFER

5.1 Contact between the parties prior to the Offer

Following informal discussions between the investment adviser of the Major Shareholder,

ABRY, and the Company, ABRY delivered on 19 May 2018 a letter to the Company’s board

of directors indicating an interest of potentially acquiring the entire issued share capital of

the Company based on the principal terms outlined in the letter. As a prerequisite for the

indicative interest to materialise in an offer, the Major Shareholder had to reach an

agreement with the Management Investors for a joint bid on the Shares in the Company,

and further, the Company gave the Major Shareholder access to certain information

through due diligence.

On 22 May 2018, a process agreement was entered into whereby, inter alia, ABRY was

granted access to certain information about the Company and its business in a due

diligence review. In the period from 23 May 2018 and up until 26 June 2018, a due

diligence of the Company was performed by the Offeror and its representatives. In the

same period agreements were negotiated between the Offeror and the Company, and

between ABRY and the Management Investors. Following such negotiations and completion

of the due diligence, on 2 July 2018 the Offeror entered into a transaction agreement with

the Company (the “Transaction Agreement”), and the Offeror, Victory Holding, the Major

Shareholder and the Management Investors entered into the Investment Agreement. Prior

to the same date, certain other shareholders of the Company granted irrevocable

undertakings of pre-acceptance of the Offer with respect to their shareholdings in the

Company; see section 5.11 (“Pre-acceptance”).

The Transaction Agreement between the Offeror and the Company contains, among other

things, provisions relating to the Offeror’s commitment to make the Offer and certain

obligations of the Company until the Offer is completed or the Transaction Agreement is

terminated, including obligations related to the Company and its subsidiaries to (i) in all

material respects conduct the business in the ordinary course and in accordance with

contractual obligations as well as applicable laws and regulations, (ii) not enter into or

amend material agreements or carry out material acquisitions or disposals, (iii) not take up

new material debt or amend or refinance material existing debt, (iv) not make any

material changes to the general employment or employment of management or the board

of the Company, (v) not make any distributions or changes to the Company’s share capital

including any issue of new Shares or any rights to Shares or transfer/repurchase/encumber

any shares, (vi) not incur costs or forgive claims other than specified, (vii) not make any

material change in insurance coverage, (viii) not undertake a merger, de-merger,

liquidation or other corporate restructurings or business combination, and (ix) not do or

permit to be done things which could be reasonably expected to prevent the completion of

the Offer. In addition, the Company shall not, and shall procure that its employees,

directors, advisers and representatives do not, directly or indirectly, solicit, seek or

otherwise initiate the making of any proposal or offer that constitutes or may constitute a

Competing Offer (as defined in section 5.5 (“Recommendation from the Board of Directors

of the Company”)). The Offeror may inter alia terminate the Transaction Agreement in the

event of a material breach by the Company. Pursuant to the Transaction Agreement, any

issue of or resolution to issue Shares or rights to Shares in the Company shall be deemed a

material breach of the Transaction Agreement by the Company entitling the Offeror to

terminate the Transaction Agreement and withdraw from the Offer.

21 (42)

Pursuant to the Investment Agreement entered into between the Offeror, Victory Holding,

the Major Shareholder and the Management Investors, the parties have agreed to make an

offer for all the Shares through an indirect joint ownership in the Offeror. Accordingly,

each Management Investor has undertaken to transfer 2,225,464 of its Shares in the

Company to the Offeror in exchange for shares in Victory Holding as further described in

section 3.1 (“General”), free and clear from encumbrances, at the same time and

conditional upon completion of the Offer (the “Conditional Share Purchase”). The

purchase price for the Shares acquired from the Management Investors equals the Offer

Price. Settlement for the Shares acquired from the Management Investors shall be made by

way of loan notes issued by the Offeror that shall be transferred to Victory Holding, in

exchange for shares in Victory Holding issued to the Management Investors. Other Shares

owned by the Management Investors (or subsequently acquired) shall be tendered in the

Offer, as described in section 3.1 (“General”).

5.2 Cost Cover

The Company shall pay to the Offeror an amount equal the Offeror’s reasonable and

documented third party costs for the Offer to up to NOK 40 million (the “Cost Cover Fee”)

if the Company’s board of directors withdraw, qualify or amend its Board Recommendation

(as defined below) or if a third party acquires more than one third of the voting rights in

the Company. The Cost Cover Fee shall become payable within 3 Business Days thereafter.

Similarly, the Offeror shall pay to the Company an amount equal to the Company’s

reasonable and documented third party costs for the Offer up to NOK 40 million if the Offer

is not completed due to a material breach of the Transaction Agreement by the Offeror,

which shall become payable 3 Business Days after such a breach.

5.3 Impact on the Company’s employees

The Offeror has no plans to make changes to the Company’s workforce in connection with

the completion of the Offer, and the completion of the Offer will not have legal, economic

or work-related consequences for the employees in the Company.

5.4 Legal implications

The completion of the Offer is subject to the required consents, clearances and approvals

being granted by relevant authorities, see section 4.3 (“Conditions for completion of the

Offer”). The Offeror currently expects that the Offer will receive all necessary regulatory

approvals, consent and clearances.

The Company has issued 1,041,668 options for Shares as part of the Company’s incentive

program. The Company has entered into agreements with all the holders of the

aforementioned options, whereby the holders have waived their right to exercise the

options for Shares until the Offer is completed, and the Company has a right to cancel and

cash out all such options upon completion of the Offer. It is expected that the Company

will cash out such options following the Offer having been declared unconditional or the

Offer is completed. The Company has confirmed that is has not issued any other warrant,

option or other rights to Shares.

Except for the above and the change of control provision in the bond loan of EUR 80 million

issued by the Company, to the Offeror’s knowledge, the completion of the Offer will not

22 (42)

have any legal consequences for the Company other than with respect to the above, and

the Offeror becoming the owner of all Shares in the Company validly tendered under the

Offer.

5.5 Recommendation from the Board of Directors of the Company

The board of directors of the Company, comprising its independent members, has issued a

recommendation of the Offer confirming that the board of directors has resolved to

recommend that the Company’s shareholders accept the Offer and tender their Shares

pursuant to the Offer (the “Board Recommendation”). A copy of the Board

Recommendation is included in Schedule 1 to this Offer Document.

The board of directors of the Company has agreed with the Offeror that it shall not

withdraw, qualify or amend the Board Recommendation unless a Competing Offer (as

defined below) in compliance with the Transaction Agreement has been received by the

Company and the board of directors of the Company determines, following certain

procedures and prior to expiry of the Acceptance Period, that such Competing Offer is a

Superior Proposal (as defined below) to the Offer (or an amended Offer by the Offeror) not

being matched by the Offeror for a matching period of five (5) Business Days after notice of

the Competing Offer is received by the Offeror from the Company.

For the purposes of this Offer Document:

“Superior Proposal” shall mean a bona fide written Competing Offer not in breach of

the Transaction Agreement at a price per share greater than the Offer Price.

“Competing Offer” shall mean any reasonable and serious interest in, offer or proposal

for any acquisition of the Company or all or any material portion of the Company’s

assets or any equity interest in the Company, whether by way of a merger,

consolidation, asset sale, share purchase, tender offer or other business combination or

otherwise, other than any offer, proposal or indication of interest made by or on behalf

of the Offeror.

Since the Offer is made with the recommendation of the Company’s board of directors, the

board of directors of the Company shall not issue the statement to the shareholders of the

Company about the Offer, pursuant to section 6-16 (1) of the Securities Trading Act. Oslo

Børs has, in accordance with section 6-16 (4) of the Securities Trading Act, resolved that

this mandatory statement shall be issued by a third party approved by Oslo Børs. Oslo Børs

has further approved that such independent statement may be issued by SpareBank 1

Markets. The statement by SpareBank 1 Markets is attached as Schedule 2 to this Offer

Document.

5.6 Financing of the Offer

The Offeror will finance the Offer through equity contributions from the Major

Shareholder, Share contributions from the Management Investors and external debt

financing.

5.7 Benefits to members of management and directors

No special advantages will be given to members of the executive management or members

of the board of directors of the Company in connection with making the Offer.

23 (42)

Shareholders are referred to the Management Investors’ participation in the Offeror,

through ownership in its parent company, Victory Holding, as further described in section

3.1 “General”.

5.8 Mandatory offer

If the Offer is completed and the Offeror, as a result of the Offer, acquires Shares

representing more than 1/3 of the voting rights, the Offeror will be required under chapter

6 of the Norwegian Securities Trading Act to make a mandatory offer for the remaining

Shares. There is a repeated mandatory offer requirement upon the acquisition of Shares

representing more than 40% and 50% of the voting rights.

The offer price for the mandatory offer must be equal to, or higher than, the highest price

paid, or agreed to be paid, by the Offeror for Shares during the six month period prior to

the date on which the obligation to make a mandatory offer is triggered.

5.9 Compulsory acquisition of Shares

If, as a result of the Offer, a subsequent mandatory offer or otherwise, the Offeror

acquires and holds more than 90 per cent of the total number of issued Shares representing

more than 90 per cent of the voting rights in the Company, then the Offeror will have the

right (and each remaining shareholder in the Company would have the right to require the

Offeror) to initiate a compulsory acquisition of the remaining Shares not already owned by

the Offeror pursuant to section 4-25 of the Norwegian Public Limited Companies Act and

section 6-22 of the Norwegian Securities Trading Act.

A mandatory offer will not be required by law if the Offeror at the completion of the Offer

holds more than 90 per cent of the voting rights in the Company and within four weeks of

completion of the Offer initiates a compulsory acquisition at a purchase price equal to, or

higher than the price that would have been offered in a mandatory offer (see section 5.8

(“Mandatory offer”) above) and issuing the necessary security for payment of the

settlement in accordance with section 6-22 of Norwegian Securities Trading Act. If the

Offeror presents such an offer in writing to all of the remaining shareholders with a known

address, and the offer is announced in the Norwegian Company Register's electronic

bulletin for public announcement, the Offeror may set a time limit for each shareholder to

contest or refuse the offer price.

If, as a result of the Offer, a subsequent mandatory offer or otherwise, the Offeror

acquires and holds more than 90 per cent of the total issued Shares representing more than

90 per cent of the voting rights in the Company, the Offeror intends to carry out a

compulsory acquisition of the remaining shares in the Company in accordance with the

procedures outlined above.

5.10 Delisting of the Shares

Following completion of the Offer, dependent upon the number of Shares acquired by the

Offeror pursuant to the Offer, the Offeror reserves the right to propose to the general

meeting of the Company to apply to Oslo Børs for the delisting of the Shares of the

Company. Such a proposal requires the approval of a 2/3 majority to be adopted. Any

application for de-listing is to be considered by Oslo Børs in accordance with the Stock

Exchange rules – Continuing Obligations for stock exchange listed companies. Oslo Børs may

24 (42)

also decide on its own initiative to de-list the Shares in the Company should the conditions

for listing no longer be fulfilled, for instance following initiation of a compulsory

acquisition.

5.11 Pre-acceptance

Prior to 2 July 2018, the Offeror obtained undertakings from shareholders representing

approximately 54% of the Shares to tender their Shares pursuant to the Offer.

Commitments to sell Shares from Management Investors and members of board of

directors and management of the Company

Such commitments include; (i) Conditional Share Purchase of 2,225,464 Shares from the

Management Investors, (ii) pre-acceptances of the Offer from the Management Investors’

remaining 2,151,2992 Shares, and (iii) pre-acceptances of the Offer from members of the

board and management of the Company for 73,523 Shares.

LINK Mobility Group

ASA shareholder

Position in

Company

Shares in Conditional

Share Purchase

Shares pre-

accepted

Rugz AS (controlled

by Jens Rugseth)

Chairman 727,821 727,821

Rugz II AS

(controlled by Jens

Rugseth and family)

Chairman 311,394 311,395

Sevencs AS

(controlled by Rune

Syversen)

Board member 378,282 378,283

Sundahl ApS

(controlled by Søren

Sundahl)

Board member and

management

757,967 657,9673

Arisone Holding AS

(controlled by Arild

Hustad)

CEO 50,000 75,833

Tove Giske Board member 4,425

Ingeborg Liahjell Board member 500

Lillian Flora Board member 539

2 Total number of shares includes 400,000 shares held by Sundahl ApS under a forward contract with delivery and settlement

no later than on 17 August 2018 and excludes 100,000 shares held by Sundahl ApS under which a repurchase option have been

granted in favour of Futurum Capital AS.

3 Same as footnote 2

25 (42)

Bjørn-Christian

Pedersen

Board member 685

Krister Tånneryd CTIO 62,374

Lars Christian Iuel CCO 5,000

Such commitments are irrevocable, whereby the shareholders cannot accept any

Competing Offer. The pre-acceptances prohibit the shareholder from, directly or

indirectly, soliciting, encouraging, inviting or seeking alternative proposals for any

competitive offer or other transaction which may lead to a frustration of the Offer. The

pre-acceptances also apply to any Shares that these shareholders may subsequently

acquire. The commitments shall expire if the Transaction Agreement is terminated in

accordance with its terms or if the Offeror has not on or prior to the Drop-Dead Date

publicly announced that any closing conditions being applicable to the Offer have been met

or waived by the Offeror.

Commitments to sell Shares from other larger shareholders of the Company

In addition, several of the Company’s largest shareholders have also made commitments to

sell their Shares by giving pre-acceptances of the Offer in respect of their Shares, totalling

3,690,394 Shares as further set out below:

LINK Mobility Group ASA

shareholder

Number of Shares pre-

accepted

Percentage of Shares

KLP Liv 209,620 1,39%

KLP Aksjenorge 304,912 2,02%

Gunnar Landgraff AS 222,729 1,48%

Presttun AS 233,531 1,55%

Tonito AS 92,629 0,61%

Sissener Canopus 300,000 1,99%

DNB 306,881 2,03%

Fabrizio Salanitri 164,269 1,09%

Grzegorz Lysiuk 158,774 1,05%

26 (42)

Marek Bardzinski 108,563 0,72%

Edthue A/S 38,658 0,26%

Handelsbanken Nordiska

Småbolagsfond

431,659 2,86%

Handelsbanken Nordenfond 240,991 1,60%

Skadi AS 239,227 1,58%

Futurum Capital AS4 475,633 3,15%

Holta Invest AS 162,318 1,08%

For the pre-acceptances in respect of the 3,690,394 Shares included in the table above, the

shareholders have irrevocably undertaken to accept the Offer, other than in circumstances

where a bona fide competing offer by any third party for all the issued and outstanding

Shares of the Company, that is capable of being accepted, at an offer price which is higher

than the Offer Price is publicly announced prior to the expiration of the Acceptance Period

for the Offer (the “Competing Offer”), and following which, the Offeror, no later than five

(5) business days after the announcement of the Competing Offer, does not publicly

announce an amendment of its Offer to a price per Share that at least matches the price

per Share offered pursuant to the Competing Offer. The pre-acceptances prohibit the

shareholder from, directly or indirectly, soliciting, encouraging, inviting or seeking

alternative proposals for any competitive offer or other transaction which may lead to a

frustration of the Offer. The pre-acceptances will also apply to any Shares that these

shareholders may subsequently acquire. The commitments from the above mentioned

shareholders shall expire if the Transaction Agreement is terminated in accordance with its

terms or if the Offeror has not on or prior to the Drop-Dead Date publicly announced that

any closing conditions being applicable to the Offer have been met or waived by the

Offeror.

5.12 Miscellaneous

The Offer Document is sent to all shareholders of the Company whose address appears in

the Company’s share register in the VPS as of 9 July 2018, except those shareholders

residing in jurisdictions where the Offer Document may not be lawfully distributed.

Shareholders resident outside of Norway should read the section entitled “Restrictions” on

page 3 above, and section 4.15 (“Restrictions”) above.

4 2 The total number of shares includes 100,000 shares currently held by Sundahl ApS under which a repurchase option have

been granted in favour to Futurum Capital AS.

27 (42)

6. INFORMATION ON THE COMPANY

The following section contains a brief presentation of the Company and its operations. The

information on the Company is based on the Company's public accounts and other material

in the public domain. The Offeror disclaims any responsibility and liability for the accuracy

or completeness of the Offer Document in terms of the information on the Company. For a

more detailed description of the Company, please refer to the Company's web site:

www.linkmobility.com.

Information may also be obtained through the annual reports, quarterly reports, investor

information and stock exchange announcements published by the Company. Information

released by the Company can be accessed either through the Oslo Børs web page for the

Company (https://www.oslobors.no/markedsaktivitet/#/details/LINK.OSE/overview), or

the Company’s investor relations site (https://investor.linkmobility.com/).

6.1 Company overview

LINK Mobility Group ASA is a public limited liability company incorporated and existing

under the laws of Norway with registration number 984 066 910 and registered business

address at Langkaia 1, 0150 Oslo. The Shares in the Company are primary listed on Oslo

Børs with ticker code “LINK”.

The Company is one of Europe’s leading mobile communication providers, specializing in

mobile messaging services, mobile solutions and mobile intelligence. The Company group

offers a wide range of services and solutions across different industries and sectors, making

communication easier. LINK Mobility Group ASA has, due to growing demand for digital

communication, platforms and users, developed a range of solutions that meets the needs

of customers.

The Company’s headquarters are in Oslo. In addition, they have offices in, inter alia,

Sweden, Denmark, Finland, Latvia, Estonia, Bulgaria, Germany, Spain, Poland, France,

Switzerland Austria and Italy. In 2017 the Company had a total turnover of NOK 1.75

billion, and has more than 340 employees across Europe.

6.2 Selected financial information

The following tables provide a summary of the profit and loss account, balance sheet and

selected key figures for the Company for the years ended 31 December 2015, 2016 and

2017, and the first three months of 2018. The financial information has been prepared in

accordance with IFRS (International Financial Reporting Standards).

More detailed financial information can be found in the Company’s financial statements.

28 (42)

Table 6.2: Selected financial information for the Company derived from its consolidated financial

statements

NOK’000 Q1 2018 Q1 2017 2017 2016

Total operating revenue 466 725 228 810 1 294 002 621 606

Operating profit

23 962 -507 45 213 13 180

Profit for the period 5 441 -6 996 -5 354 4 671

Total Assets 2 250 636 1 511 686 2 249 292 1 123 629

Total equity 786 016 580 550 724 822 565 269

Total liabilities 1 464 620 931 136 1 524 470 558 360

Total equity and liabilities 2 250 636 1 511 686 2 249 292 1 123 629

6.3 Share capital and shareholders

The Company has a registered share capital of NOK 15,095,017, divided into 15,095,017

Shares, each with a par value of NOK 1.00. The Company’s Shares provide equal rights to

vote and other privileges in the Company in accordance with the Companies Act. The

Shares are registered in the Norwegian Central Securities Depositary (the “VPS”) with

securities number (ISIN) NO0010219702.

The table below shows the 20 largest shareholders in the Company as recorded with the

VPS as of 4 July 2018.

Table 6.3: 20 largest shareholders in the Company as recorded in the VPS

Name Country Number of

shares held

Ownership

RUGZ A/S Norway 1,455,642 9.64%

SUNDAHL APS Denmark 1,015,934 6.73%

DNB NOR MARKETS,

AKSJEHAND/ANALYSE

Norway 810,000 5.37%

SEVENCS AS Norway 756,565 5.01%

RUGZ II AS Norway 622,789 4.13%

SWEDBANK ROBUR

NORDENFON

Sweden 450,000 2.98%

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JPMORGAN CHASE

BANK, N.A., LONDON

Sweden 431,659 2.86%

FONDITA NORDIC

SMALL CAP

INVESTMEN

Finland 415,000 2.75%

VERDIPAPIRFONDET

DNB SMB

Norway 306,881 2.03%

KLP AKSJENORGE Norway 304,912 2.02%

SEB PRIME SOLUTIONS

SISSENER CANOP

Luxembourg 300,000 1.99%

SAXO BANK A/S Denmark 269,697 1.79%

THE BANK OF NEW

YORK MELLON SA/NV

Belgia 250,865 1.66%

STATE STREET BANK

AND TRUST COMP

United States 241,176 1.60%

JPMORGAN CHASE

BANK, N.A., LONDON

Sweden 240,991 1.60%

A2P VENTURES LTD Malta 237,741 1.57%

PRESTTUN AS Norway 233,531 1.55%

GUNNAR LANDGRAFF

AS

Norway 222,729 1.48%

STOREBRAND VEKST

VERDIPAPIRFOND

Norway 216,228 1.43%

KOMMUNAL

LANDSPENSJONSKASSE

Norway 209,620 1.39%

Top 20 shareholders 8,991,960 59.57%

Other shareholders 6,103,057 40.43%

Total outstanding

shares 15,095,017 100%

6.4 Executive management and board of directors

The executive management of the Company comprises the persons set forth in the table

below.

Table 6.4: Executive management of the Company according to the Company’s annual accounts for

2017

Name Position

Arild Hustad CEO

Lars Christian Iuel CCO

Thomas Berge CFO

30 (42)

Name Position

Krister Tånneryd CTIO

Søren Sundahl Executive VP M&A and Business Development

Janicke Wrige Group HR Director

The board of directors of the Company comprises the members set forth in the table

below.

Table 6.4: Board of directors of the Company according to the Company’s annual accounts for 2017

Name Position

Jens Rugseth Chairman of the board

Rune Syversen Director

Tove Kristin Giske Director

Søren Sundahl Director

Bjørn-Christian Pedersen Director

Lillian Nordgaard Flora Director

Ingeborg Margrethe Liahjell Director

Anita Huun Director

Arne Heldal Deputy board member

Carolina Wiborgh Grønsleth Deputy board member

31 (42)

7. TAXATION

The summary is based on applicable Norwegian laws, rules and regulations as they exist as

of the date of this Offer Document. Such laws, rules and regulations are subject to change,

possibly on a retroactive basis. The summary does not purport to be a comprehensive

description of all the tax considerations that may be relevant to the shareholders and does

not address foreign tax laws. Each shareholder should consult his or her own tax adviser to

determine the particular tax consequences for him or her and the applicability and effect

of any Norwegian or foreign tax laws and possible changes in such laws.

Acceptance of the Offer will be regarded as a realisation of shares in the Company for

Norwegian tax purposes. Realisation will, as the main rule, be deemed to have taken place

when the Offer has been accepted by the shareholder, and all conditions for the Offer have

been either satisfied or waived.

7.1 Norwegian Personal Shareholders

A capital gain or loss generated by shareholders who are individuals resident in Norway for

tax purposes (“Norwegian Personal Shareholders”) through a disposal of shares is taxable

or tax deductible in Norway. Such capital gain or loss is included in or deducted from the

Norwegian Personal Shareholder’s ordinary income in the year of disposal. Gains are

multiplied by a factor of 1.33 before assessed for taxation under the ordinary income tax

rate, currently at 23%, resulting in an effective tax rate of 30.59% (23 * 1.33 = 30.59).

Losses are deductible at the same tax rate.

The gain is subject to tax and the loss is tax deductible irrespective of the duration of the

ownership and the number of shares disposed of.

The taxable gain/deductible loss is calculated per share as the difference between the

consideration for the share and the Norwegian Personal Shareholder’s cost price of the

share, including costs incurred in relation to the acquisition or realisation of the share

(additional elements apply for shares acquired before 2006). From this capital gain,

Norwegian Personal Shareholders are entitled to deduct a calculated allowance provided

that such allowance has not already been used to reduce taxable dividend income. The

calculated allowance is calculated annually on each individual share (i.e. not on a portfolio

basis) and equals the shareholder’s purchase price multiplied by a pre-determined risk-free

interest rate. The calculated allowance will be allocated to the shareholder owning the

share on 31 December in the relevant income year. The allowance may only be deducted in

order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e. any

unused allowance exceeding the capital gain upon the realisation of a share will be

annulled.

If the Norwegian Personal Shareholder owns shares acquired at different points in time, the

shares that were acquired first will be regarded as the first to be disposed of, on a first-in

first-out basis.

7.2 Norwegian Corporate Shareholders

Norwegian shareholders who are limited liability companies (and certain similar entities)

resident in Norway for tax purposes (“Norwegian Corporate Shareholders”) are exempt

from tax on capital gains derived from the realisation of shares qualifying for participation

exemption, including the shares in the Company. Losses upon the realisation and costs

32 (42)

incurred in connection with the purchase and realisation of such shares are not deductible

for tax purposes.

7.3 Non-Norwegian Shareholders

Capital gains generated by Non-Norwegian tax resident shareholders (“Non-Norwegian

Shareholders”) are not taxable in Norway unless the Non-Norwegian Shareholder holds the

shares in connection with the conduct of a trade or business in Norway.

Non-resident shareholders are in general urged to seek advice from their own tax advisers

to clarify the tax consequences of the sale of shares under the Offer.

7.4 Duties on the transfer of shares

There are currently no Norwegian stamp duties or transfer taxes on the transfer or issuance

of shares in Norwegian companies.

33 (42)

8. NORSK SAMMENDRAG (NORWEGIAN SUMMARY)

Dette tilbudsdokumentet datert 9. juli 2018 («Tilbudsdokumentet») er utarbeidet på engelsk. Det

norske sammendraget nedenfor er utelukkende utarbeidet for informasjonsformål og gir ikke en

fullstendig beskrivelse av Tilbudet (som definert nedenfor) og vilkårene for Tilbudet. Den engelske

versjonen er den juridisk bindende versjonen og skal ha forrang ved motstrid mellom den engelske

versjonen og det norske sammendraget.

Selskapet Victory Partners VIII Norway AS, etablert i Norge med org.nr. 920 901 409 og registrert

adresse c/o Intertrust (Norway) AS, Munkedamsveien 59B, 0270 Oslo («Tilbyder»), fremsetter

herved et frivillig tilbud («Tilbud») om erverv av 15.095.017 utestående aksjer («Aksjene») i LINK

Mobility Group ASA (org.nr. 984 066 910) («Selskapet»). Tilbudet omfatter ikke andre Aksjer i

Selskapet.

Tilbyder er indirekte eiet av fond forvaltet av ABRY Partners II, LLC, som er et amerikansk private

equity fond. Jens Rugseth, Rune Syversen, Søren Sundahl and Arild Hustad (eller selskaper

kontrollert av disse) har inngått betingede avtaler om å overdra i alt ca. 14,7% av aksjene i

Selskapet de eier til et morselskap av Tilbyder i forbindelse med Tilbudet, og at de for øvrig har

pre-akseptert Tilbudet for øvrig aksjer eiet. Se mer om dette i punkt 3.1 («General»). Til sammen

er det ca. 54% av utestående Aksjer som har pre-akseptert Tilbudet, som nærmere beskrevet i

punkt 5.11 («Pre-acceptance»).

8.1 Tilbudsprisen

Tilbudet er på NOK 225,00 per Aksje i Selskapet («Tilbudsprisen»), med kontant oppgjør innen 15

virkedager etter annonsering av at vilkårene i punkt 8.3 a) «Minimum aksept» og b) «Regulatoriske

godkjennelser» for gjennomføring av Tilbudet er oppfylt eller frafalt.

Dersom Selskapet (i) vedtar å endre Selskapets aksjekapital, antall utstedte Aksjer eller pålydende

på Aksjene, (ii) beslutter å utbetale utbytte eller andre utdelinger til Selskapets aksjonærer, (iii)

vedtar å utstede instrumenter som gir rett til å erverve aksjer i Selskapet, eller (iv) annonserer at

Selskapet har truffet beslutning om noe av dette, kan Tilbyder justere Tilbudsprisen eller andre

vilkår i Tilbudet for å kompensere for den økonomiske effekten av slike beslutninger. Tidligere

avgitt aksept av Tilbudet vil i så tilfelle anses som en aksept av det justerte Tilbudet.

Tilbyder skal verken direkte eller indirekte erverve eller inngå avtale om erverv av Aksjer (verken

på det åpne markedet eller ved private forhandlinger eller annet) i perioden fra 2. juli 2018 og frem

til oppgjør av Tilbudet, og senest frem til utløpet av akseptperioden i et eventuelt etterfølgende

pliktig tilbud som er påkrevet som følge av gjennomføringen av Tilbudet, mot et vederlag som

overstiger Tilbudsprisen («Høyere Pris»), med mindre Tilbyder øker Tilbudsprisen minst slik at den

tilsvarer en slik Høyere Pris. Et eventuelt ikke-kontant element i en slik Høyere Pris skal konverteres

til kontanter basert på gjeldende markedsverdi for å kunne fastsette den økte Tilbudsprisen.

Tilbyder vil ikke betale rente eller annen form for kompensasjon ut over Tilbudsprisen til

aksjonærer som aksepterer Tilbudet.

8.2 Akseptperioden

Tilbudet kan aksepteres i perioden fra og med 10. juli 2018 og til og med 9. august 2018 klokken

16:30 CET («Akseptperioden»). Tilbyder forbeholder seg retten til å forlenge Akseptperioden en

eller flere ganger, men likevel slik at Akseptperioden ikke totalt varer lengre enn 10 uker, dog

34 (42)

begrenset slik at Tilbyder ikke kan forlenge Tilbudsperioden dersom vilkåret (a) «Minimum aksept»

under punkt 8.3 («Vilkår for gjennomføring av Tilbudet») er oppfylt på tidspunktet Tilbyder

annonserer en forlengelse av Akseptperioden. Eventuelle forlengelser av Akseptperioden må foretas

i henhold til punkt 4.12 («Notices») og innen utløpet av den til enhver tid gjeldende Akseptperiode.

Etter utløp av Akseptperioden vil Tilbyder annonsere antallet mottatte aksepter av Tilbudet.

8.3 Vilkår for gjennomføring av tilbudet

Gjennomføring av Tilbudet er betinget av at følgende vilkår oppfylles eller frafalles av Tilbyder,

etter Tilbyders eget skjønn:

(a) Minimum aksept. Før eller senest på dagen for utløpet av Akseptperioden, skal

Tilbudet være gyldig akseptert av Selskapets aksjonærer som representerer

(inkludert Aksjer i Selskapet som er ervervet eller hvor det er inngått bindende

avtale om slikt erverv utenom Tilbudet) mer enn 90 % av utestående aksjekapital og

stemmer i Selskapet på Fullt Utvannet basis, og slik aksept og avtale skal være gyldig

og ikke tilbaketrukket eller være avhengig av tredjepersons samtykke med hensyn til

sikkerheter eller andre rettigheter. I denne sammenheng skal «Fullt Utvannet» bety

alle Aksjer i Selskapet sammen med aksjer som Selskapet ville vært forpliktet til å

utstede dersom alle tegningsretter eller andre forpliktelser Selskapet skulle ha til å

utstede nye aksjer, under avtale eller instrument som eksisterte ved eller før

gjennomføring av Tilbudet, var utøvd.

(b) Regulatoriske godkjennelser. Alle tillatelser, samtykker og godkjennelser som

kreves fra aktuelle tilsynsmyndigheter, inkludert konkurransemyndigheter, for

gjennomføringen av Tilbudet må være mottatt eller tilhørende karenstid må ha

utløpt eller opphørt, i hvert tilfelle uten betingelser eller forpliktelser.

(c) Ingen vesentlig negativ endring. Ingen vesentlig negativ endring skal ha funnet sted.

Med vesentlig negativ endring menes at ingen forandring, effekt, utvikling eller

hendelse har funnet sted som vil kunne forventes å ha en vesentlig negativ virkning

på Selskapet, dets drift, eiendom eller finansielle forhold i Selskapet og/eller

konsernet som en helhet. En forandring, effekt, utvikling eller hendelse som er et

resultat av, eller knyttet til, noe av det følgende skal ikke tas med i vurderingen av

hvorvidt en slik endring, effekt, utvikling eller hendelse har skjedd:

(i) En endring, effekt, utvikling eller hendelse som generelt påvirker industrien

som Selskapet og konsernet operer i;

(ii) En endring, effekt, utvikling eller hendelse som påvirker den generelle

økonomien eller kreditt-, gjelds-, finans- eller kapitalmarkeder, i hvert tilfelle

i markeder hvor Selskapet opererer eller for øvrig i verden, inkludert

hendelser i rente- eller valutakurs;

(iii) En handling gjort av Tilbyder eller av en nærstående av Tilbyder;

(iv) En endring, effekt, utvikling eller hendelse som oppstår som følge av Tilbudet

eller dets gjennomføring;

35 (42)

(v) En nedgang i markedsprisen eller omsetningsvolumet i Selskapets aksjer som

følge av (i) – (iv).

(d) Drift av virksomheten. Selskapet og dets datterselskaper (samlet sett) skal fortsette

sin drift av virksomheten i overenstemmelse med dets alminnelig drift.

(e) Styreanbefaling. Styret i Selskapet skal ikke, uten Tilbyders skriftlige samtykke, ha

kvalifisert, endret eller trukket tilbake sin anbefaling av Tilbudet.

(f) Ingen myndighetsinngrep. Ingen domstoler eller andre statlige eller regulatoriske

myndigheter med kompetent myndighet skal ha iverksatt rettslige skritt (enten de er

midlertidige, foreløpige eller permanente) som innebærer at Tilbudet ikke kan

fullbyrdes, eller, i forbindelse med Tilbudet, ilegge Tilbyder, Selskapet eller noen av

dets datterselskaper betingelser som fører til at Tilbyder pådrar seg utgifter, som vil

forby eller vesentlig svekke Tilbyders eierskap eller drift av Selskapskonsernet, eller

som med rimelighet vil ha en vesentlig negativ innvirkning på Selskapet eller

konsernet som en helhet sin virksomhet, drift, eiendom eller finansielle stilling.

(g) Ingen brudd på Transaksjonsavtalen. Selskapet skal i det vesentlige ha opptrådt i

samsvar med dets forpliktelser som følger av Transaksjonsavtalen mellom Tilbyder og

Selskapet.

Så fort hver av de ovenfor nevnte betingelsene er oppfylt eller frafalt skal Tilbyderen kunngjøre en

melding om dette i tråd med prosedyrene i punkt 4.12 («Notices»), med unntak for informasjon

vedrørende akseptnivået i punkt 8.3(a) som skal kunngjøres innen to virkedager etter utløpet av

gjeldende Akseptperiode.

8.4 Bortfallsdato

Dersom vilkårene for Tilbudet ikke er oppfylt eller frafalt, etter Tilbyders egen vurdering, innen

klokken 24:00 CET den 3. desember 2018 («Bortfallsdatoen»), vil Tilbudet bortfalle og mottatte

aksepter av Tilbudet vil bli frigitt.

8.5 Fremgangsmåte for aksept av Tilbudet

Aksjonærer som ønsker å akseptere Tilbudet må fylle ut og signere akseptformularet som er vedlagt

Tilbudsdokumentet som Vedlegg 3 (engelsk versjon) og 4 (norsk versjon) og returnere dette til

Skandinaviska Enskilda Banken AB (publ) («SEB») som angitt i akseptformularet slik at SEB har

mottatt dette innen utløpet av Akseptperioden (herunder eventuelle annonserte forlengelser av

Akseptperioden). Akseptformular kan inngis per telefaks, e-post, ved personlig overlevering eller

ved vanlig post. Ved inngivelse av Akseptformular per post må dette sendes i god nok tid for at SEB

skal kunne motta formularet innen utløpet av Akseptperioden.

En aksept av Tilbudet vil dekke de Aksjer som er registrert på akseptantens VPS-konto, samt

eventuelle Aksjer som senere erverves og registreres på den aktuelle VPS-kontoen angitt i

akseptformularet før VPS-kontoen debiteres.

Aksept av Tilbudet er ugjenkallelig og kan verken helt eller delvis trekkes tilbake etter at SEB har

mottatt aksepten. Aksjer som Tilbudet aksepteres for skal overføres Tilbyder fri for enhver heftelse.

Tredjeparter som har rettigheter i Aksjene, må signere akseptformularet og derved frafalle sine

rettigheter og godkjenne overføring av Aksjene til Tilbyder fri for heftelser.

36 (42)

Ved aksept av Tilbudet, gir aksjonærene SEB fullmakt til å debitere den aktuelle VPS-konto og

overføre Aksjene til Tilbyder fri for heftelser.

8.6 Blokkering av aksjer

Ved aksept av Tilbudet, gir aksjonærene SEB fullmakt til å sperre de Aksjene som er gjenstand for

aksepten til fordel for SEB. SEB gis videre fullmakt til å overføre Aksjene til Tilbyderen mot betaling

av Tilbudsprisen. Dersom Tilbudet kanselleres, vil sperringen opphøre. Det er ikke mulig for

aksjonærene å selge, overføre aller på annen måte disponere over Aksjene når de er sperret.

8.7 Aksjonærrettigheter

Med unntak av blokkering som beskrevet i punkt 8.6 over, vil aksjonærer som aksepterer tilbudet

forbli eiere av sine Aksjer og vil beholde stemmerett og andre aksjonærrettigheter knyttet til sine

Aksjer, inntil oppgjør har funnet sted.

8.8 Oppgjør

Oppgjør i Tilbudet vil gjøres opp i norske kroner ikke senere enn 15 virkedager etter at Tilbyder har

annonsert at vilkårene i punkt 8.3 a) «Minimum aksept» (forutsatt at aksepter og avtaler om å

kjøper Aksjer utenfor Tilbudet er gyldige og uten heftelser på oppgjørstidspunktet) og b)

«Regulatoriske godkjennelser» for gjennomføring av Tilbudet er frafalt eller oppfylt. Aksjonærer

som har akseptert Tilbudet er bundet av sin aksept frem til det første av (i) gjennomføring av

Tilbudet, (ii) Bortfallsdatoen som er 24:00 norsk tid den 3. desember 2018, eller (iii) datoen

Tilbyder annonserer at Tilbudet er kansellert eller tilbaketrukket.

Ved oppgjør vil det aktuelle beløpet bli overført til de aksjonærer som har akseptert Tilbudet til

den bankkonto vedkommende aksjonær, på tidspunktet for aksept, var registrert med i VPS som

konto for mottak av utbytte. Hvis det ikke er registrert slik bankkonto, må oppgjøret gjennomføres i

tråd med bankkontodetaljer gitt av mottakende aksjonær eller ved bankgiro eller sjekk.

8.9 Anbefaling fra Selskapets styre

Selskapets styre har gitt en uttalelse hvor det fremgår at de uavhengige styremedlemmene

anbefaler Selskapets aksjonærer å akseptere Tilbudet. En kopi av anbefalingen følger som Vedlegg 1

(Schedule 1) til dette Tilbudsdokumentet. Det er inngått en transaksjonsavtale mellom Selskapet og

Tilbyder, hvoretter blant annet (i) Selskapets styre har på nærmere angitte vilkår rett til å trekke

tilbake sin anbefaling dersom det mottas et høyere konkurrerende bud og Tilbyder ikke øker

Tilbudsprisen med et beløp som minst tilsvarer det høyere konkurrerende budet (de nærmere vilkår

for styrets rett til å trekke sin anbefaling er beskrevet i punkt 5.5 («Recommendation from the

Board of Directors of the Company»)), og (ii) Selskapet har påtatt seg visse forpliktelser så lenge

transaksjonsavtalen løper om blant annet å ikke sollisitere konkurrerende budgivere, ikke gjøre noe

utover Selskapets alminnelige drift og ikke endre Selskapets aksjekapital eller utstede nye aksjer

eller rettigheter til aksjer – som nærmere beskrevet i punkt 5.1 («Contact between the parties prior

to the Offer»).

Siden det er inngått en transaksjonsavtale mellom Selskapet og Tilbyder, skal ikke styret i Selskapet

avgi uttalelsen etter verdipapirhandelloven § 6-16 (1). Oslo Børs har i henhold til

verdipapirhandelloven § 6-16 (4) besluttet at denne uttalelsen skal avgis av en tredjepart som er

godkjent av Oslo Børs. Oslo Børs har videre godkjent at uttalelsen i henhold til

verdipapirhandelloven § 6-16 (1) skal avgis av SpareBank 1 Markets. Uttalelsen fra SpareBank 1

Markets følger vedlagt som Vedlegg 2 (Schedule 2).

37 (42)

8.10 Lovvalg og jurisdiksjon

Tilbudet og dette Tilbudsdokumentet og alle aksepter av Tilbudet er underlagt norsk lov med Oslo

tingrett som eksklusivt verneting.

SCHEDULE 1 - STATEMENT BY THE BOARD OF DIRECTORS OF THE COMPANY

LINK MOBILITY GROUP ASA

STATEMENT FROM THE BOARD OF DIRECTORS

This statement is made by the board of directors of Link Mobility Group ASA ("Link Mobility" or the "Company") consisting of the independent board members (the "Board") in connection with the recommended voluntary offer by Victory Partners VIII Norway AS (the "Offeror"), a holding company established indirectly by funds managed by Abry Partners II, LLC ("ABRY"), a US based private equity firm focusing investments in media, communications

and business and information services companies, to acquire all issued and outstanding shares in the Company, announced on 2 July 2018 (the "Offer").

This statement does not serve the purpose of being the formal company statement to be issued in accordance with section 6-16 (1) c.f. 6-19 (1) of the Norwegian Securities Trading Act. The Company has engaged Sparebank1 Markets AS ("Sparebank1 Markets"), an independent adviser, to provide such statement (the "Independent Statement").

After careful consideration of the terms and conditions of the Offer, the Board has unanimously resolved to enter into a transaction agreement with the Offeror and to recommend that shareholders of the Company accept the Offer. The Board has based the recommendation on an assessment of factors that the Board has deemed relevant in relation to the Offer, including, but not limited to its assumptions regarding the Company's business, financials, performance and outlook.

When recommending the Offer, the Board has considered the Offer Price (as defined below) and the other terms and conditions of the Offer and a fairness opinion received from Sparebank1 Markets AS in relation to the Offer (the "Fairness Opinion"), and attached hereto, which provides that, as of 30 June 2018, and subject to the

assumptions, considerations, qualifications, factors and limitations set forth therein, the Offer is fair, from a financial point of view, to the shareholders of the Company. The Fairness Opinion has been prepared as part of Sparebank1 Markets’ preparation of the Independent Statement and is attached to this recommendation by the Board.

The price of NOK 225.00 per share (the "Offer Price") values the total share capital of the Company at NOK 3.4

billion. The Offer Price represents a premium of 27.4% to the last traded price for Link Mobility on 29 June 2018, the day before announcement of the Offer, which is also the highest ever closing share price of the Company’s share. Furthermore, it represents a premium of 44.5%, 51.7% and 71.5% to the volume-weighted average share prices for the three, six and twelve month periods preceding the same date.

In reaching its conclusion to recommend the Offer, the Board also considered the positive effects the Offer might have for the other stakeholders of the Company, including employees, customers and business partners. The Board recognizes that the experience of ABRY puts the Offeror in a strong position to develop the business of Link Mobility further. The Board believes that the Company's long-term growth potential would benefit from ABRY’s experience.

The Board notes that the Offeror has confirmed its intention to supporting the Company’s further growth and develop the Company, and their belief in the management team and the Company’s employees. The Board further notes the statement made by the Offeror confirming that the Offeror has no plans to make changes to the Company’s workforce in connection with the completion of the Offer, and that the Offer will not have legal, economic or work-related consequences for the employees in the Company.

The Board has been informed that the certain major shareholders and members of board and management (or their investment companies), being Jens Rugseth (Chairman), Søren Sundahl (board member and EVP M&A and Business Development), Rune Syvertsen (board member) and Arild Hustad (CEO) have entered into an investment and cooperation agreement with the Offeror.

Under the said agreement they have agreed to make the Offer through a joint ownership in the Offeror whereby they will transfer in aggregate 2,225,464 shares in the Company to the Offeror upon, and subject to, completion of the Offer and that they for their remaining 2,151,2991 shares in the Company have entered into irrevocable undertakings to pre-accept the Offer (in aggregate representing a total of 4,376,763 shares or approximately 28.99% of the total issued share capital of the Company). On this basis, the board members participating in the investment and cooperation agreement have declared themselves disqualified from participating in Board discussions and proceedings regarding the Offer. Jens Rugseth, Rune Syversen and Søren Sundahl have accordingly not been involved in the preparation of this statement and the transaction agreement.

1 Total number of shares includes 400,000 shares held by Sundahl ApS under a forward contract with delivery and settlement no later than on 17 August 2018 and excludes 100,000 shares held by Sundahl ApS under which a repurchase option have been granted in favour to Futurum Capital AS.

All independent members of the Board and senior management holding shares, holding in aggregate 73,523 shares in the Company, directly or through investment companies (representing approximately 0.49% of the total issued share capital of the Company), have entered into irrevocable undertakings to pre-accept the Offer in respect of shares they hold. In addition, the Board has taken into account that shareholders owning further 3,690,3942 shares (representing approximately 24.45% of the total issued share capital of the Company) have accepted to pre-accept the Offer.

Consequently, shareholders owning in total 8,140,680 shares representing approximately 53.93% of the total share capital of the Company have pre-accepted the Offer and/or entered into conditional purchase agreements.

The Company has entered into a transaction agreement with the Offeror which governs certain matters relating to the process, conduct of business and material aspects of the Offer. The Board would like to make the shareholders aware that the Company has undertaken only to amend, withdraw or qualify its recommendation of the Offer on certain terms and conditions and that any such amendment or withdrawal may trigger an obligation for the Company to pay the amount equal to the Offeror’s reasonable and documented third party costs for the Offer. As part of the transaction agreement, the Company has also undertaken not to solicit offers from third parties, unless required by applicable laws and regulations and as a result of the receipt of an unsolicited competing offer on certain terms and conditions.

Based on the above and the various interests involved, taking into account the Offer Price and other terms of the Offer, the Board has found the Offer made by the Offeror to be in the best interests of the Company and its shareholders, the Company and its employees. Accordingly, the Board recommends the shareholders of the Company to accept the Offer. The recommendation by the Board is unanimous amongst its independent members.

* * *

2 The total number of shares include pre-acceptance by Futurum Capital AS of 100,000 shares currently held by Sundahl ApS under which a repurchase option have been granted in favour to Futurum Capital AS.

3

[signature page Statement from the board of directors]

Oslo, Norway, 2 July 2018

_________________ _________________ _________________

Ingeborg Margrethe Liahjell Anita Huun Tove Kristin Giske

_________________ _________________

Bjørn-Christian Pedersen (employee representative)

Lillian Nordgaard Flora (employee representative)

2 July

SpareBank 1 Markets AS

Org nr: NO 992 999 101

Olav V`s gate 5 – 0161 Oslo

Pb. 1398 Vika – N-0114 Oslo

Telefon (+47) 24 14 74 00

Telefaks (+47) 24 14 74 01

www.sb1markets.no

Oslo, 30.06.2018

Fairness opinion

SpareBank 1 Markets AS ("SB1 Markets") has been requested by the board of directors of

Link Mobility Group ASA (the “Company” or Link Mobility”) to provide a fairness opinion

regarding a potential voluntary offer from a holding company established indirectly by Abry

Partners VIII, L.P. of NOK 225 per share for all outstanding shares in the Company (the

"Offer").

SB1 Markets is continually engaged in the valuation of businesses and their securities in

connection with mergers and acquisitions, competitive bidding, secondary distributions of

listed and unlisted securities, private placements and valuations for corporate and other

purposes. SB1 Markets will receive a fixed fee for providing this fairness opinion. The fee is

independent of the conclusion of the opinion and of the success of the offer and any

subsequent transaction, and will be payable on the delivery of the opinion. As of the date

hereof, SB1 Markets including its employees, own 46,000 shares in Link Mobility.

In connection with this opinion, we have reviewed and considered among other things:

(i) The principal terms of the Offer;

(ii) certain reports and communications from the Company to its shareholders;

(iii) the reported price and trading activity for the Company’s shares;

(iv) certain financial and stock market information for the Company compared with similar

information for certain other companies, the securities of which are publicly traded;

(v) the financial terms of certain other business acquisitions that we have deemed to be

relevant; and;

(vii) such other financial analyses, studies and matters that we considered appropriate.

We have also had discussions with members of the senior management of the Company

regarding the past and current business operations, financial condition and future prospects

of the Company.

We have relied without independent verification upon the accuracy and completeness of all

of the financial and other information reviewed by us for purposes of this opinion. We have

not made an independent evaluation or appraisal of the assets and liabilities of the Company

or any subsidiary or affiliate thereof and we have not been furnished with any such evaluation

or appraisal, nor have we made any physical inspection of the properties or assets of the

Company.

Our opinion does not address the relative merits of the Offer as compared to any strategic

alternatives that may be available to the Company; nor does it address any legal, regulatory,

tax or accounting matters. This opinion addresses only the fairness from a financial point of

The Board of Directors of Link Mobility Group ASA

Langkaia 1, 0150 Oslo

Page 2 of 2

view, as of the date hereof, of the Offer proposed to be paid to the holders of the shares in

Link Mobility pursuant to the Offer.

This letter and the opinion expressed herein are provided solely for the benefit of the Board

of Directors of Link Mobility in connection with and for the purposes of their consideration of

the Offer. This opinion is not intended to be relied upon or confer any rights or remedies

upon, neither directly nor indirectly, any employee, creditor, shareholder or other equity

holder of Link Mobility or any other party. This opinion does not constitute a recommendation

as to whether or not any holder of Link Mobility shares should tender such shares in

connection with the Offer. In addition, we are not expressing any opinion as to the prices at

which the shares of the Company will trade at any time. Except for referring to the conclusion

of the opinion as expressed below, this letter may not be reproduced, disseminated or quoted

at any time and in any manner without our written consent.

Our opinion is necessarily based upon economic, market and other conditions as they exist

and can be evaluated on, and on the information made available to us as of, the date of this

letter.

When estimating the attractiveness of the Offer, SB1 Markets has made an estimated cash

flow prognosis for the Company. Based on this financial analysis, and applying a relevant

cost of capital to calculate the discounted value of cash flows, SB1 Markets’ calculations yield

values for the Company that are in line with the Offer.

The Offer implies a premium to the share price of Link Mobility as of close of trading on the

Oslo Stock Exchange 29 June 2018 of 27.41 %, a 44.52 % premium to the volume-weighted

average price for the three months ended 29 June 2018 of NOK 155.69 per share, and a

51.81 % premium to the volume-weighted average price for the six months ended 29 June

2018 of NOK 148.21 per share. The offer premiums are significant higher than average

premiums for similar offers.

In addition, the Offer is significant higher than the average and median target price of equity

research analysts following the Company, and equal to the highest target price.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the

Offer is fair and reflects the current value of the Company, and that the price proposed to be

paid to the shareholders pursuant to the Offer is satisfactory from a financial point of view.

This letter shall be governed by and construed in accordance with Norwegian Law.

Best regards,

SpareBank 1 Markets AS

Preben Austgulen

Director, Investment Banking

SCHEDULE 2 - INDEPENDENT STATEMENT ON THE OFFER PURSUANT TO SECTION 6-16 OF THE

SECURITIES TRADING ACT

SpareBank 1 Markets AS

Org nr: NO 992 999 101

Olav V`s gate 5 – 0161 Oslo

Pb. 1398 Vika – N-0114 Oslo

Telefon (+47) 24 14 74 00

Telefaks (+47) 24 14 74 01

www.sb1markets.no

Oslo, 6 July 2018

Independent statement in accordance with section 6-16 of the Norwegian Securities Trading Act

1. Introduction

1.1 Background for the statement

The Board of Directors of Link Mobility Group ASA ("Link Mobility" or the "Company") announced on

2 July 2018 a transaction agreement (the "Transaction Agreement") with Victory Partners VIII Norway

AS (the “Offeror”), a company which will be indirectly majority owned by funds managed by Abry

Partners II, LLC (“Abry”), whereby the Offeror will launch a voluntary offer (the "Offer") to acquire the

entire issued share capital of Link Mobility for NOK 225 per share in cash.

The Offeror has entered into an investment agreement (the “Investment Agreement”) with certain members

of the Company’s board of directors and management who are also shareholders in the Company being

Jens Rugseth, Rune Syversen, Søren Sundahl and Arild Hustad (or companies controlled by them) (the

“Management Investors”), and the Offeror’s holding company, Victory Partners VIII Norway Holding AS

(“Victory Holding”), whereby they have agreed to jointly make an offer for all the Shares in the Company

through joint ownership of Victory Holding. Accordingly, subject to completion of the Offer, the

Management Investors will transfer in aggregate 2,225,464 shares in the Company to the Offeror at a price

per share equal to the Offer price in exchange of shares in Victory Holding. Pursuant to the Investment

Agreement, the Management Investors shall further irrevocably tender their remaining 2,151,299 shares in

the Company in the Offer at the Offer price.

The Board of Directors of Link Mobility unanimously recommends that the Company’ shareholders accept

the Offer. The offer is further described in the offer document prepared by the Offeror, dated 6 July 2018

(the “Offer Document”).

The Board of Directors of Link Mobility is required under section 6-16 (1) of the Norwegian Securities

Trading Act (the "STA") to issue a public statement setting out its reasoned assessment of the Offer and

its implications on the interests of the Company, including the implications that the Offeror’s strategic

plans stated in the Offer Document may have for the employees and the locations of the Company’s places

of business.

In accordance with section 6-16 (4) of the STA, the Oslo Stock Exchange, in its capacity as takeover

supervisory authority, may in certain circumstances require that the said statement is made by an

independent third party on behalf of the target company, and in relation to the Offer, such independent

third party statement has been required by the Oslo Stock Exchange, based on its view that the Offer is

made in understanding with the Board of Directors of Link Mobility.

SpareBank1 Markets AS ("SB1 Markets") has been engaged by Link Mobility to prepare a statement on

behalf of Link Mobility in accordance with section 6-16 (4) of the STA. The Oslo Stock Exchange has

approved that the statement is provided by SB1 Markets.

SB1 Markets has based its work on the information made available to SB1 Markets, and the market

conditions, as at the date of this statement. Our opinions and assessments are necessarily based on the

current economic, market and other conditions, and on the information made available to us as of the date

Page 2 of 5

hereof. Subsequent developments may affect the opinions expressed in this statement, and we do not

assume any obligation to update, revise or reconfirm this statement.

SB1 Markets recommends shareholders in Link Mobility to carefully study the information given in the

Offer Document, as well as any other information being made available in relation to the Offer.

1.2 Engagement of SB1 Markets

SB1 Markets, as part of its investment banking business, is continuously engaged in the valuation of

businesses and their securities in connection with mergers and acquisitions, competitive bidding, secondary

distributions of listed and unlisted securities, equity offerings and valuations for corporate and other

purposes.

Pursuant to the letter of engagement between SB1 Markets and Link Mobility, SB1 Markets is entitled to

a fixed fee for the services rendered to Link Mobility in connection with this statement, and the Company

has agreed to reimburse our expenses arising, and indemnify us against certain liabilities that may arise,

out of our engagement. The fee is independent of the conclusion of the statement and the completion of

the Offer.

In the ordinary course of our business, SB1 Markets may actively trade Link Mobility shares and other

securities of Link Mobility for its own account and for the accounts of customers and, accordingly, may at

any time hold a long or short position in such securities. SB1 Markets and its affiliates may in the future

provide investment banking and other financial services to Link Mobility, and may in the future receive

compensation for the rendering of such services. As of the date hereof, SB1 Markets including its

employees, own 46,034 shares in Link Mobility.

2. The Offer

Following a process involving a broad group of strategic and financial potential buyers, the Company’s

Board of Directors received a letter from Abry 19 May 2018 indicating an interest of potentially acquiring

the entire issued share capital of the Company subject to certain conditions.

Abry and the Company entered into a process agreement on 22 May 2018, where Abry was granted access

to perform a due diligence review of the Company, The due diligence was performed in the period from

23 May 2018 and up until 26 June 2018.

On 2 July 2018 the Company and the Offeror entered into the Transaction Agreement, containing, among

other things, the Offeror's commitment to make the Offer on the terms and conditions set forth therein, and

the Link Mobility Board’s commitment, subject to customary exceptions, including the Link Mobility

Board’s fiduciary duties, to recommend to the Link Mobility shareholders to accept the Offer.

As described in the Transaction Agreement, the Company has, among other obligations and restrictions,

committed not to solicit competing offers, but if approached by an unsolicited bona fide third party, can

engage in discussions and other fiduciary duties regarding a possible competing offer. The Transaction

Agreement also includes a matching right for the Offeror in case of a competing offer. The agreement also

provides for the payment by the Company of a break fee equal to the Offeror’s reasonable and documented

third party costs for the Offer up to NOK 40 million to the Offeror if (i) the board amend, qualify, or

withdraw its recommendation or (ii) if a third party acquires more than one third of the voting rights in the

Company. The Offeror shall pay the Company a similar break fee equal to the Company’s reasonable and

Page 3 of 5

documented third party costs for the Offer up to NOK 40 million if the Offer is not completed due to a

material breach of the transaction agreement by the Offeror.

The Board of Directors have, after careful consideration, concluded that a combination of the Company

and the Offeror is in the best interest of the Company and its shareholders and resolved to enter into the

Transaction Agreement with the Offeror and to recommend that the Company’s shareholders accept the

Offer. The Board of Directors based its recommendation on an assessment of such factors as it has deemed

relevant in relation to the Offer. This includes assumptions regarding the Company’s business and financial

conditions, performance and outlook, the Offeror’s stated plans for the Company, the strategic alternatives

available to the Company, the Offer price and the other terms and conditions of the Offer. Furthermore,

The Board of Directors also reviewed the effects that the Offer may have for other stakeholders of the

Company, including employees, customers and business partners.

In addition to the shares owned by the Management Investors, The Offeror has received pre-acceptance

from each of the remaining member of the Board of Directors and management holding shares in the

Company to tender their shares into the Offer. The Company has entered into agreements with all the

holders of options for shares in the Company, whereby the holders have waived their right to exercise the

options for Shares until the Offer is completed, and the Company has a right to cancel and cash out all such

options upon completion of the Offer.

The offer period in the Offer runs from 9 July 2018 until 16:30 (CET) on 9 August 2018, provided,

however, that the Offeror expressly reserves the right to extend the offer period to 10 weeks in total. Any

extension of the offer period is subject to Oslo Børs’ approval and will be announced within the then

prevailing offer period.

In summary, completion of the Offer is subject to the following conditions being met or waived by the

Offeror (as fully described in the Offer Document):

a) minimum acceptance of 90 %,

b) all regulatory approvals required to complete the Offer has been obtained,

c) no material adverse change,

d) the Company shall carry on its business in accordance with its ordinary course of business,

e) the board recommendation for the Offer shall not be qualified, amended or withdrawn,

f) no governmental interference,

g) no breach of the Transaction Agreement

h) by the Company

The Offer is not subject to any financing or due diligence conditions. Settlement of the Offer, cash payment

in NOK, will be made no later than 15 business days after the date of the announcement that the Offer is

no longer conditional on a) minimum acceptance of 90 % and b) all regulatory approvals required to

complete the Offer has been obtained. In the event that the conditions for closing of the Offer have not

been met or waived by 3 December 2018 at 24:00 CET (the “Drop-dead Date”), the Offer will not be

completed and shareholders who have tendered their Shares will be released from their acceptances of the

Offer.

Further, if the Offer is completed, the Offeror will be required under the STA and the terms of the

Transaction Agreement to make a mandatory unconditional cash offer for the remaining shares, provided,

however, that if the Offeror acquires 90% or more of the shares and votes in the Company under the Offer,

the Offeror may effectuate a compulsory acquisition pursuant to section 4-25 of the Norwegian Public

Limited Companies Act and section 6-22 of the STA without making a mandatory offer on certain

Page 4 of 5

conditions. The Offer Document provides that the Offeror intend to apply for a delisting of the Company’s

shares from the Oslo Stock Exchange following completion of the Offer.

3. Basis of statement

In connection with this statement, we have reviewed and considered among other things:

a) the Offer Document dated 6 July 2018;

b) the reported price and trading activity for the Company’s shares;

c) certain financial and stock market information on the Company and selected other companies, the

securities of which are publicly traded;

d) the financial terms of certain other business acquisitions, and;

e) such other financial analyses, studies and matters that we have considered appropriate.

We have also held discussions with members of the senior management of the Company regarding the

business operations, financial condition, strategic alternatives, process leading up to the Offer and future

prospects of the Company. We have relied upon and assumed, without independent verification, the

accuracy and completeness of all information made available to us.

This statement is not, and does not purport to be, an appraisal of the assets, shares, or business of the

Company, nor have we made any physical inspection of, or other enquiries related to, the properties or

assets of Link Mobility.

SB1 Markets makes no representation as to the actual value that may be received in connection with a

transaction, legal, tax or accounting effects of consummating a transaction, nor actual or potential effects

of a change of control in these respects, all of which may have significant valuation and other effects. SB1

Markets’ duties according to the engagement do not include any advice on tax, legal or accounting issues

and no advice given shall be construed as such.

4. Assessment of the Offer

4.1 Impact on the Company and its employees

Section 6-16 of the STA provides that the statement shall set out a reasoned assessment of the Offer and

its implications on the interests of the Company, including the implications that the Offeror’s strategic

plans stated in the Offer Document may have for the employees and the locations of the Company’s places

of business.

The Offer Document states that, at this stage, there are no plans to restructure Link Mobility and that the

Offeror plans to further develop the Company's business.

The Offer Document states that the change in ownership resulting from completion of the Offer will not

negatively affect the individual and collective rights of the employees of the Company. The Offeror does

not, at the date of the Offer Document, have any specific plans that will have any legal, financial and

employment consequences for the employees of the Company.

Apart from payment of the Offer Price in respect to their shareholding and cash settlement of share options

held by such persons, the Offer will not result in any special benefits and payments to management or

members of the Board of Directors of the Company. However, shareholders are referred to the

Management Investors’ participation in the Offeror as described above.

Page 5 of 5

4.2 Summary considerations on the Offer Price

When estimating the attractiveness of the Offer, SB1 Markets has made an estimated cash flow prognosis

for the Company. Based on this financial analysis, and applying a relevant cost of capital to calculate the

discounted value of cash flows, SB1 Markets’ calculations yield values for the Company that are in line

with the Offer.

The Offer implies a premium to the share price of Link Mobility as of close of trading on the Oslo Stock

Exchange 29 June 2018 (last day prior to announcement of the Offer) of 27.41 %, a 44.52 % premium to

the volume-weighted average price for the three months ended 29 June 2018 of NOK 155.69 per share,

and a 51.81 % premium to the volume-weighted average price for the six months ended 29 June 2018 of

NOK 148.21 per share. The offer premiums are significant higher than average premiums for similar offers.

In addition, the Offer is significant higher than the average and median target price of equity research

analysts following the Company, and equal to the highest target price.

4.3 Other considerations

Other elements that may be of relevance in the evaluation of the Offer and the Offer Price and potentially

the decision of shareholders whether to accept the Offer are, in the opinion of SB1 Markets:

a) the fact that Link Mobility has carried out a thorough analysis of the Offer and its implications and

has concluded that the Offer is fair; and

b) the fact that no other bidders have announced any intention to put forward a competing bid, and

there is, to the knowledge of SB1 Markets, no speculation in the market of such competing bidders.

Further, it should be noted that the Offer has been pre-accepted for approximately 54 % of the shares in

the Company.

The employees of the Company have been informed about the Offer, but SB1 Markets have been informed

that no statement has been made with regard to the Offer by or on behalf of the employees. The Offer is

supported and recommended by the employee elected member of the Board of Directors.

4.4 Recommendation

Considering all of the above and based on the assumptions set out in the foregoing, and absent any new or

amended offer for Link Mobility (or any other material, relevant development), SB1 Markets concludes

that the Offer is fair from a financial point of view and recommends the shareholders of Link Mobility to

accept the Offer.

This statement shall be governed by and construed in accordance with Norwegian Law.

Best regards,

SpareBank 1 Markets AS

Preben Austgulen

Director, Investment Banking

SCHEDULE 3 – ACCEPTANCE FORM

Acceptance Form - Voluntary Offer To be used for accepting the voluntary offer from Victory Partners VIII Norway AS (the Offeror”) as described in the Offer Document dated 9 July 2018 to purchase all outstanding shares of Link Mobility Group ASA (the “Company”). Capitalized terms used in this Acceptance Form shall have the same meaning as set out in, and be deemed to be construed in accordance with, the Offer Document. The terms and conditions for the Offer are set forth in the Offer Document, see in particular section 4 (“Terms and conditions of the Offer”). Properly completed and signed Acceptance Forms may be faxed, sent by post, e-mailed or delivered to the Receiving Agent within the expiry of the Acceptance Period.

Offer Price: NOK 225.00 per Share. Acceptance Period: 10 July 2018 to 9 August 2018 at 16:30 CET (subject to

extension). Acceptance Form must be received by the end of the (extended) Acceptance Period.

Return to: Skandinaviska Enskilda Banken AB (publ), Oslo Branch Filipstad Brygge 1, P.O.Box 1843 Vika 0123 Oslo, Norway Fax: +47 21 00 89 62 E-mail: acceptance@seb.no

Shareholdings registered in the VPS: The shareholder register of the Company maintained in the VPS as of the date of the Offer Document shows:

VPS account: Number of Shares: Bank account for cash payment: Rights holder registered:

Acceptance guidance:

Shareholders whose Shares are held in several VPS accounts will receive one Acceptance Form for each account and must submit one Acceptance Form for each VPS account if the shareholder wishes to accept for all of its Shares.

This acceptance includes Shares, which, in addition to the number of Shares stipulated in the box “Number of Shares” under “Shareholdings registered in the VPS” above, have been or will be acquired and credited to the VPS account set out above at the settlement of the Offer.

Shares covered by this acceptance will be blocked on the above mentioned VPS account, and may not in any way be sold, transferred or disposed over after submission of the Acceptance Form to the Receiving Agent.

Settlement for Shares acquired in the Offer will be made by way of transfer to the bank account registered on the VPS account for dividend payments set out in the box “Bank account for cash payment” under “Shareholdings registered in the VPS” above. If there is no record of such account, please see information under “Non-VPS bank account for cash settlement” below. In the absence of a Norwegian bank account, please also see information under “Non-VPS bank account for cash settlement” below and include IBAN number, SWIFT/BIC code and name of bank.

The Shares must be transferred free of encumbrances and any other third party rights whatsoever and with all shareholder rights attached.

This acceptance will be treated as valid only if any rights holder (marked with a ”Yes” under ”Rights holder registered” in the right box under “Shareholdings registered in the VPS” above) has consented to the sale and transfer of the Shares free of encumbrances to the Offeror by signing this Acceptance Form under “Rights holder” below.

Acceptance: By duly executing and delivering this Acceptance Form I/we represent and warrant that I/we have received the Offer Document, and accept the Offer to sell my/our Shares in the Company according to the terms and conditions of the Offer as set forth in the Offer Document. Signature:

__________________ ______________________ ______________________________ ____________________ Place Date Binding signature* Telephone daytime * If signed by power of attorney, the power of attorney (and with respect to companies, Certificate of Registration or similar documentation) must be enclosed. If signed by a person with signatory right, Certificate of Registration or similar documentation must be enclosed. Non-VPS dividend bank account for cash settlement: Payment to shareholder who does not have a Norwegian bank account connected to its VPS account or that wishes to have transferred the settlement amount to another bank account than stated above in the box “Bank account for cash payment” under “Shareholdings registered in the VPS” **: Fill in here: _____________________________________ and ________________________________ Bank account number/IBAN-number SWIFT/BIC-code ** The Financial Advisor should be contacted in respect of shareholders who do not hold a bank account with a Norwegian bank.

Rights holder: As rights holder, the undersigned consents to the transfer of the Shares to the Offeror free of encumbrances. __________________ ______________________ ______________________________________ Place Date Rights holder’s binding signature*** *** If signed by power of attorney, the power of attorney (and with respect to companies, Certificate of Registration or similar documentation) must be enclosed. If signed by a person with signatory right, Certificate of Registration or similar documentation must be enclosed. If more than one rights holder is registered, each rights holder must sign.

SCHEDULE 4 - AKSEPTFORMULAR (NORWEGIAN LANGUAGE ACCEPTANCE FORM)

Akseptformular - Frivillig tilbud Til bruk ved aksept av det frivillige tilbudet fra Victory Partners VIII Norway AS som beskrevet i tilbudsdokumentet datert 9. juli 2018 (“Tilbudsdokumentet”) om erverv av de utestående aksjene i LINK Mobility Group ASA («Selskapet»). Definerte begreper i denne Akseptblanketten skal ha samme betydning som beskrevet i, og skal tolkes i henhold til, Tilbudsdokumentet. Vilkårene for Tilbudet følger av Tilbudsdokumentet, se særlig kapittel 4 (“Terms and conditions of the Offer”). Korrekt utfylte og signerte Akseptblanketter kan sendes per faks, post eller mail eller leveres til Oppgjørsagenten, Skandinaviska Enskilda Banken AB (publ) Oslofilialen, innen utløpet av Tilbudsperioden.

Tilbudspris: NOK 225,00 per Aksje. Akseptperiode: 10. juli 2018 til 9. august 2018 klokken 16:30 CET (forbehold om

forlengelse). Akseptblankett må være mottatt innen utløpet av (forlenget) Akseptperiode.

Returneres til: Skandinaviska Enskilda Banken AB (publ), Oslofilialen Filipstad Brygge 1, P.O.Box 1843 Vika 0123 Oslo, Norway Fax: +47 21 00 89 62 E-mail: acceptance@seb.no

Aksjebeholdning registrert i VPS: Selskapets aksjeregister i VPS viser per datoen for Tilbudsdokumentet følgende:

VPS-konto: Antall Aksjer: Bankkonto for utbyttebetalinger: Registrerte rettighetshavere:

Retningslinjer for aksept:

Aksjonærer som har sine Aksjer registrert på flere VPS-konti vil motta et akseptformular for hver konto og må sende inn et akseptformular for hver VPS-konto dersom aksjonæren ønsker å akseptere Tilbudet for alle sine Aksjer.

Denne aksepten inkluderer Aksjer som, i tillegg til Aksjene angitt i boksen “Antall aksjer” under “Aksjebeholdning registrert i VPS” over, er ervervet eller blir ervervet og som blir kreditert VPS-kontoen angitt over ved oppgjøret av Tilbudet.

Aksjer omfattet av denne aksepten vil bli sperret på VPS-kontoen angitt over og kan ikke selges, overføres eller disponeres etter innlevering av Akseptformularet til Oppgjørsagenten.

Oppgjør for Aksjer omfattet av Tilbudet vil gjøres ved overføring til den bankkonto som er registrert i VPS for utbyttebetalinger angitt under “Bankkonto for utbyttebetalinger” under “Aksjebeholdning registrert i VPS” over, eller, hvis slik konto ikke er registrert, ved kreditering til bankkontoen spesifisert i denne Akseptblanketten under “Ikke bankkonto registrert i VPS for utbyttebetalinger” under. Dersom norsk bankkonto ikke er oppgitt, se informasjon under “Ikke bankkonto registrert i VPS for utbyttebetalinger” og inkluder IBAN nummer, SWIFT/BIC kode og navn på bank.

Aksjene må overføres fri for heftelser og andre tredjepartsrettigheter, og med alle aksjonærrettigheter knyttet til Aksjene.

Denne Akseptblanketten vil kun anses som gyldig dersom eventuelle rettighetshavere (markert med ”Ja” under ”Registrerte rettighetshavere” i den høyre boksen under “Aksjebeholdning registrert i VPS” over) har samtykket til salg og overføring av aksjen til Tilbyder fri for heftelser ved å signere dette Akseptformularet under “Rettighetshaver” under.

Aksept: Ved å fylle ut og levere dette Akseptformularet bekrefter jeg/vi at jeg/vi har mottatt Tilbudsdokumentet, og aksepterer Tilbudet om å selge mine/våre Aksjer i Selskapet i henhold til de vilkår for Tilbudet som følger av Tilbudsdokumentet.

Signatur:

__________________ ______________________ ______________________________ ____________________ Sted Dato Bindende signatur* Telefon dagtid * Hvis signert i henhold til fullmakt må fullmakten (for selskaper, firmaattest eller tilsvarende dokumentasjon) vedlegges. Hvis signert av person med signaturrett må firmaattest eller tilsvarende dokumentasjon vedlegges. Ikke bankkonto registrert i VPS for utbyttebetalinger: Betaling til aksjonærer som ikke har en norsk bankkonto tilknyttet sin VPS-konto eller som ønsker å motta oppgjør på en annen bankkonto enn det som følger over i boksen “Bankkonto for utbyttebetalinger” under “Aksjebeholdning registrert i VPS” **: Fyll ut her: _____________________________________ og ________________________________ Kontonummer/IBAN-nummer SWIFT/BIC-kode ** Aksjonærer som ikke har konto i en norsk bank bes kontakte Oppgjørsagenten.

Rettighetshaver: Som rettighetshaver samtykker undertegnede til overføring av aksjene til Tilbyder fri for heftelser. __________________ ______________________ ______________________________________ Sted Dato Rettighetshavers bindende signatur *** *** Hvis signert i henhold til fullmakt må fullmakten (for selskaper, firmaattest eller tilsvarende dokumentasjon) vedlegges. Hvis signert av person med signaturrett må firmaattest eller tilsvarende dokumentasjon vedlegges. Hvis mer enn en rettighetshaver er registrert må hver rettighetshaver signere. Ved å signere på akseptblanketten bekrefter du at du er kjent med reglene for behandling av personopplysninger som er blitt forelagt her og at du er kjent med at Skandinaviska Enskilda Banken AB (publ) vil behandle dine inngitte personopplysninger for å gjennomføre tilbudet, samt for å oppfylle lovpålagte krav.

REGISTERED OFFICE AND ADVISORS

Registered Office

Victory Partners VIII Norway AS

c/o Intertrust (Norway) AS

Munkedamsveien 59B

0270 Oslo

Financial Advisor and Receiving Agent

Skandinaviska Enskilda Banken AB (publ),

Oslo Branch

Filipstad Brygge 1

P.O.Box 1843 Vika

N-0123 Oslo

Norway

www.seb.no

Legal Advisor

(as to Norwegian Law)

Advokatfirmaet BAHR AS

Tjuvholmen allé 16

0252 Oslo

Norway

www.bahr.no