AutoStore Holdings Ltd. – Mandatory notification of trades by primary insiders

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA, OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. AutoStore Holdings Ltd. – Mandatory notification of trades by primary insiders Nedre Vats, 20 October 2021. Reference is made to the announcement on 20 October 2021 whereby AutoStore Holdings Ltd. ("AutoStore" or the "Company", OSE ticker code "AUTO") announced the successful completion of its initial public offering (the "Offering" or the "IPO"), as well as the announcements by AutoStore on 8 October 2021, 11 October 2021 and 18 October 2021 regarding the IPO (together, the "Announcements"). Allocation of shares to primary insiders The primary insiders of AutoStore set out below have been allocated shares in the Offering at the offer price of NOK 31 per share. The allocations are made in accordance with the terms and conditions set out in the prospectus dated 8 October 2021 (the "Prospectus") prepared in connection with the Offering and subsequent listing of the Company's shares on the Oslo Stock Exchange. - Viveka Ekberg, board member (elected with effect from the first day of listing), has through her holding company Sechral 4 AB been allocated 96,774 shares. - Kristin Skogen Lund, board member (elected with effect from the first day of listing), has been allocated 645 shares. The shares allocated to the above primary insiders will be subject to a 12 months' lock-up from the first day of listing and trading of the Company's shares on the Oslo Stock Exchange as set out in the Prospectus. Please see the attached forms of notification and public disclosure for further information. Exercise of vested options and share sale by primary insiders As set out in the Prospectus and the Announcements, certain option holders will exercise a pro rata portion of their vested options equal to the pro-rata portion of shares sold by funds/companies owned, managed or advised by Thomas H. Lee Partners ("THL") in the Offering, and will sell a portion of the shares received upon exercise of the options in the Offering in order to each retain exposure equal to 50% of the net proceeds after tax. The primary insiders set out below have exercised a portion of their vested options in connection with the Offering and thereby acquired shares at a strike price of EUR 0.33 (the number of shares to be received by each option holder is reduced to cover the strike price) and sell shares at a price of NOK 31 per share: - Karl Johan Lier, Chief Executive Officer & President, has exercised 4,619,998 vested share options and will receive 4,619,998 shares in the Company, out of which 3,530,225 are sold in the Offering. - Bent Skisaker, Chief Financial Officer, has exercised 531,927 vested share options and will receive 531,927 shares in the Company, out of which 406,455 are sold in the Offering. - Mats Hovland Vikse, Chief Revenue Officer, has exercised 1,293,603 vested share options and will receive 1,293,603 shares in the Company, out of which 988,466 are sold in the Offering. - Carloz Fernandez, Chief Product Officer, has exercised 554,402 vested share options and will receive 554,402 shares in the Company, out of which 423,629 are sold in the Offering. - Jone Gjerde, Chief Operating Officer, has exercised 1,293,603 vested share options and will receive 1,293,603 shares in the Company, out of which 988,466 are sold in the Offering. - Anette Matre, Chief People & Information Officer, has exercised 169,817 vested share options and will receive 169,817 shares in the Company, out of which 129,760 are sold in the Offering. Please see the attached forms of notification and public disclosure for further information. Share sale by close associates of primary insiders Funds/companies owned, managed or advised by THL, being close associates of James C. Carlisle (chair of the board of directors) and Michael K. Kaczmarek (member of the board of directors), have sold shares in the Offering at the offer price of NOK 31 per share as further set out in the announcement from 20 October 2021 and in the attached forms. Share lending by primary insiders and close associate of primary insiders As set out in the Announcements, the Managers have over-allotted 87,073,964 shares, and exercised their option to borrow an equal number of shares from certain of the Selling Shareholders (as defined in the Announcements) and the Company for the purposes of covering the over-allotments. The following THL funds, being close associates of James C. Carlisle (chair of the board of directors) and Michael K. Kaczmarek (member of the board of directors), have lent shares to the Managers: THL Equity Fund VIII Investors (Automate), L.P. (57,590,982 shares), Thomas H. Lee (Alternative) Parallel Fund VIII, L.P. (11,014,307 shares), Thomas H. Lee (Alternative) FUND VIII, L.P. (6,048,925 shares), THL Fund VIII (Alternative) Coinvestment Partners, L.P. (718,872 shares), and THL (Alternative) Executive Fund VIII, L.P. (461,816 shares). Please see the attached forms of notification and public disclosure for further information. This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act. Carnegie AS, J.P. Morgan AG, and Morgan Stanley & Co. International plc are acting as joint global coordinators and joint bookrunners in the Offering (together, the "Joint Global Coordinators"). ABG Sundal Collier ASA, Citigroup Global Markets Limited and Jefferies GmbH are acting as joint bookrunners in the Offering (together with the Joint Global Coordinators, the "Joint Bookrunners"). Mizuho Securities Europe GmbH and SpareBank 1 Markets AS are acting as co-lead managers (together with the Joint Global Coordinators and the Joint Bookrunners, the "Managers"). Moelis & Company UK LLP is acting as Financial Advisor in relation to the IPO (the "Financial Advisor"). Advokatfirmaet Thommessen AS is acting as the Norwegian legal counsel to the Company. Kirkland & Ellis International LLP is acting as international legal counsel to the Company. Walkers (Bermuda) Limited is acting as Bermuda legal counsel to the Company. Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Managers. Milbank LLP is acting as international legal counsel to the Managers. For further queries, please contact: AutoStore Investor Relations: Bent M. Skisaker, Chief Financial Officer +47 46 82 16 93 bent.skisaker@autostoresystem.com AutoStore Norwegian media: Geir Bjørlo +47 91 54 00 00 geir.bjorlo@corpcom.no AutoStore International media: Oscar Karlsson +46 709 62 78 42 okarlsson@brunswickgroup.com About AutoStore AutoStore is an innovative robotic and software technology company, and a pioneer of cubic storage automation. The group operates in the rapidly growing warehouse automation industry, and in the even faster growing cube storage segment. AutoStore develops warehouse solutions for the future and helps its customers to enable space saving and increase performance, while reducing labor and energy costs. For more information about AutoStore, see www.autostoresystem.com. Important Notice This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or completed. AutoStore Holdings Ltd. (the "Company") does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, Sweden, Denmark and Finland, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the joint global coordinators to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer. The Managers and the Financial Advisor and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) do not accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Company or associated companies. The Managers and the Financial Advisor are acting exclusively for AutoStore and no-one else in connection with the IPO and will not regard any other person as their client in relation to the IPO and will not be responsible to anyone other than AutoStore for providing the protections afforded to their clients. Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus is available from the Company's registered office and, subject to certain exceptions, on the website of the Company. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels. Forward looking statements This announcement includes forward-looking statements which include statements regarding the Company’s business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,” “aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise. The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.