SDSD - Statement from the Board of Directors - Trading update

About this update from S.d. Standard Etc Plc

Reference is made to the ongoing mandatory offer made by Saga Pure ASA (the"Offeror") for all outstanding shares in S.D. Standard ETC Plc (the "Offer")("SDSD" or the "Company") not held by the Offeror, for a price of NOK 1.90 perSDSD share (the "Offer Price").The Norwegian Financial Supervisory Authority (the "NFSA") has, in itscapacityas take-over authority of Norway, pursuant to Section 6-16 (4) of theNorwegianSecurities Trading Act decided that the Company's statement pursuant toSection6-16 of the Norwegian Securities Trading Act (the "Statement") shall be issuedby the independent directors George Crystallis and Konstantinos Pantelidisjointly on behalf of the Board (the "Board"). Consequently, Chairman MartinNes,who is also the chairman of the Offeror, has not participated in theassessmentof the Offer nor in the issue of the Statement.The Board has diligently reviewed the Offer and considered factors that theBoard deems material and relevant for the assessment of whether the Offershouldbe accepted by the shareholders of SDSD, including the trading update set outbelow and an independent valuation prepared by Fearnley Securities AS("Fearnley") (as recommended by the Norwegian Corporate Governance Code) (the"Fairness Opinion").Board recommendationThe Board has reviewed the Offer Document and evaluated factors consideredmaterial for the assessment of whether or not the Offer should be accepted bythe shareholders of SDSD.In conclusion, based on, inter alia, the various circumstances disclosed intheStatement, including Fearnley's assessment of the Offer from a financial pointof view, it is the Board's overall recommendation that shareholders should notaccept the Offer. The Board's conclusion is unanimous.Each shareholder of the Company should however independently and carefullyconsider whether or not to tender its Shares into the Offer in light of thefactors set out herein, such as shareholder's investment outlook, theirownership interest, their investment risk appetite, as well as other relevantinformation, including balancing the Offer Price and any impact of potentialreduced future liquidity in the shares of the Company.The full Statement from the Board and the Fairness Opinion are attachedhereto.Acceptances from primary insidersThe Board has been informed that the Chairman of the Company's Board ofDirectors Martin Nes, Espen Lundaas a consultant to the C...

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