Voluntary Takeover Offer Of Konna Oü To Shareholders Of Clevon AS For The Takeover Of Clevon AS Shares

Introduction

Konna OÜ, registry code 10498082, registered address Viljandi County, Viljani
municipality, Sinialliku village, Konna, 71105, e-mail address
[e-mail] (hereinafter the Issuer) is hereby making the current
shareholders of Clevon AS, registry code 16472103 (hereinafter Clevon), a
voluntary offer in order to take over their shares against which the Issuer
shall transfer debt obligation (hereinafter Offer). 

The Offer will be executed on the terms and conditions set out in the Offer,
which are described in more detail in the Offer information document appended
to this stock exchange announcement. 

In parallel with the Issuers Offer, Clevon Investors AS, registry code 16686123
(hereinafter Clevon Investors), executes an offer to take over the shares of
Clevon from the shareholders, against which the shareholder shall receive the
shares of Clevon Investors. 

The objective of the offers by the Issuer and Clevon Investors is concentrating
at least 95% of all Clevon shares in the hands of the Issuer and Clevon
Investors. 

Legal basis of the Offer

The Offer is an offer to the public within the meaning of Article 2(d) of
Regulation (EU) 2017/1129 of the European Parliament and of the Council
(hereinafter the Prospectus Regulation). 

On the basis of the provisions of Article 3(2)(b) of the Prospectus Regulation
and § 15(1) of the Securities Market Act (hereinafter VPTS), no prospectus will
be published in respect of the Offer, seeing that the total volume of the
Issuer's Offer does not exceed 5,000,000 euros per all the Contracting States
in total calculated in a one-year period. 

The information document of the Offer has been prepared in accordance with the
provisions of § 15(6) of VPTS and the Regulation No. 7 of the Minister of
Finance of 21/02/2022 "Requirements for the information document for the offer
of securities". The information document does not constitute a prospectus
within the meaning of the Prospectus Regulation or VPTS. 

Content of the Offer

The Issuer's Offer is intended for those existing Clevon shareholders who do
not wish to continue as shareholders of Clevon via the Issuer and who wish to
transfer their Clevon shares against the debt obligation offered by the Issuer. 

As part of the Offer, the Issuer proposes to Clevon shareholders, who do not
wish to continue as shareholders of Clevon and who instead wish to transfer
Clevon shares to the Issuer, an offer to transfer to the Issuer a total of up
to 2,032,579 Clevon shares at a price of EUR 0.90 per share payable in
accordance with the unsecured and interest-free debt obligation. The Issuer
will transfer a Debt Obligation to Clevon shareholders who subscribe to the
Offer, which will be redeemed the latest on 30.10.2026. 

Clevon shares will be exchanged for the Debt Obligations with a ratio of 1:1.

The maximum total volume of the Offer is EUR 1 829 321,10.

The Offer is available only in the Republic of Estonia and the Offer will not
be available in any other jurisdiction. 

Offer Period

The Offer period begins on 02 October 2023 at 10:00 a.m. and ends on 13 October
2023 at 4:00 p.m. The shareholders of Clevon may submit transaction orders to
participate in the Offer until 13 October 2023 3:00 p.m. 

If a situation has been achieved with the voluntary offers of the Issuer and
Clevon Investors where the Issuer and Clevon Investors jointly will acquire at
least 95% of Clevon's shares after the settlement, Clevon will publish a stock
announcement on the exceeding of the 95% threshold and the Offer will remain
valid for at least 2 weeks after the publication of the stock announcement. 

The Issuer has the right to extend or shorten the Offer period on the terms and
conditions set out in the information document of the Offer. 

The indicative schedule of the Offer is as follows:

Start of the offer period:           October 02, 2023 at 10:00 a.m.
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Deadline for sending the instruction:      October 13, 2023 at 3:00 p.m. 
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End of the offer period:            October 13, 2023 at 4:00 p.m. 
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Determination and disclosure of Offer results: October 16, 2023       
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Offer settlement:                October 20, 2023       
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Steps required to accept the Offer

By participating in the Offer, Clevon shareholders commit to transfer their
Clevon shares to the Issuer in the form of a free-of-payment delivery of
securities. The Issuer commits to transfer the Debt Obligations against the
Clevon shares within five business day following the Offer period. One Clevon's
share corresponds to one Debt Obligation. 

In order to transfer Clevon shares to the Issuer, the shareholders of Clevon
have to submit a transaction order to their securities account manager (e.g.,
LHV Pank, SEB Bank, Swedbank or another bank or other person entitled to
provide investment services) for the transfer of their Clevon shares on the
terms and conditions set out in the Offer information document. By placing the
transaction order, the current shareholder of Clevon confirms their acceptance
of the terms and conditions of the Offer as set out in the Offer information
document. 

A current shareholder of Clevon may amend or cancel their transaction order
under the Offer in accordance with the procedure set out in the Offer
information document. 

Conditionality of the Offer

The Issuer has the right to cancel the Offer in whole or in part at any time
until Clevon publishes a stock announcement regarding the exceeding of the 95%
threshold by the Issuer and Clevon Investors. 

The Issuer may do this, inter alia, if the Offer is undersubscribed, i.e., if
as a result of the voluntary offers the Issuer and Clevon Investors fail to
acquire a total of at least 95% of Clevon's shares. 

The Issuer has the right to extend or shorten the Offer period.

In the case of distribution, all investors will be treated equally under the
same circumstances. 

Law applicable to the Offer

The Offer and its information document will be governed by the law of the
Republic of Estonia. Any disputes arising from and related to the Offer and its
information document shall be settled at the Harju County Court, being the
court of first instance. 

Disclosure of Offer information

This voluntary takeover offer and the Offer information document will be
published in the information system of Nasdaq Tallinn AS in the form of a stock
exchange announcement and on the website https://clevon.com/. 



The Issuer has provided the following contact information for any additional
information about the Offer: 

Arno Kütt

Konna OÜ management board member

[e-mail]

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