Exercise of the over-allotment option in Nordic Waterproofing and notice of stabilization

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE SUBJECT TO LEGAL
RESTRICTIONS
This information is information that Nordic Waterproofing Holding A/S is obliged
to make public pursuant to the EU Market Abuse Regulation (“MAR”). The
information was submitted for publication, through the agency of the contact
person set out above, at 7:15 p.m. CET, on 10 July 2016.

ABG Sundal Collier and Carnegie Investment Bank (“Joint Global Coordinators and
Joint Bookrunners”) have notified Nordic Waterproofing Holding A/S (“Nordic
Waterproofing” or the “Company”), Axcel  and KIRKBI   that the over-allotment
option has been exercised in respect of 734,234 existing shares and that
stabilization transactions have been carried out.

In connection with the offer to acquire existing shares in the Company and the
listing on Nasdaq Stockholm (the “Offering”), the Company’s main shareholders,
Axcel and KIRKBI, have granted the Joint Global Coordinators and Joint
Bookrunners an over-allotment option to purchase up to 2,167,554 existing shares
in the Company, corresponding to 15 percent of the number of shares in the
Offering, during 30 days from the first day of trading in the Company's shares
on Nasdaq Stockholm, in order to cover any over-allotment in connection with the
Offering (the “Over-Allotment option“). Joint Global Coordinators and Joint
Bookrunners have exercised the Over-Allotment option for 734,234 existing
shares. Accordingly, 1,433,320 of the shares in Nordic Waterproofing that ABG
Sundal Collier and Carnegie Investment Bank borrowed from Axcel and KIRKBI with
the purpose of covering the overallotment in the Offering will be re-delivered
to Axcel and KIRKBI.

Furthermore, the Joint Global Coordinators and Joint Bookrunners have performed
stabilization activities on Nasdaq Stockholm. All stabilization transactions
were carried out between 10 June 2016 and 8 July 8 2016 in the price interval of
SEK 66.00 to SEK 71.00. The stabilization period has now ended and no further
stabilization transactions will be carried out.

Interval per day

+------------+----------------+
|    Date    |      SEK       |
+------------+----------------+
|10 June 2016| 70.75 – 71.00  |
+------------+----------------+
|13 June 2016| 70.50 – 71.00  |
+------------+----------------+
|14 June 2016| 70.00 – 70.75  |
+------------+----------------+
|15 June 2016|No stabilization|
+------------+----------------+
|16 June 2016| 68.75 – 70.50  |
+------------+----------------+
|17 June 2016|No stabilization|
+------------+----------------+
|20 June 2016| 69.00 – 70.25  |
+------------+----------------+
|21 June 2016| 69.25 – 70.50  |
+------------+----------------+
|22 June 2016| 69.25 – 69.50  |
+------------+----------------+
|23 June 2016|     69.25      |
+------------+----------------+
|27 June 206 | 66.00 – 67.50  |
+------------+----------------+
|28 June 2016| 66.00 – 67.50  |
+------------+----------------+
|29 June 2016|     67.25      |
+------------+----------------+
|30 June 2016| 67.50 – 68.00  |
+------------+----------------+
|1 July 2016 | 67.50 – 68.00  |
+------------+----------------+
|4 July 2016 |No stabilization|
+------------+----------------+
|5 July 2016 |No stabilization|
+------------+----------------+
|6 July 2016 |No stabilization|
+------------+----------------+
|7 July 2016 |No stabilization|
+------------+----------------+
|8 July 2016 |No stabilization|
+------------+----------------+

[1] Axcel IV K/S, Axcel IV K/S 2, AX Management Invest K/S and AX Management
Invest II K/S, all funds advised by Axcel Management A/S
[2] KIRKBI Invest A/S

For further information, please contact:
Anders Antonsson, investor relations
Telephone: +46 709 99 49 70
E-mail: anders.antonsson@nordicwaterproofing.com

About Nordic Waterproofing
Nordic Waterproofing, in its current form, was established in 2011 by Axcel, by
means of a merger of the Swedish and Danish waterproofing subsidiaries of
Trelleborg AB’s and Lemminkäinen Oy's roof installation businesses. Today,
Nordic Waterproofing is one of the leading providers on the waterproofing market
in northern Europe. The Company provides high-quality products and solutions for
waterproofing in Sweden, Finland, Denmark, Norway, Belgium, the Netherlands,
Poland, the United Kingdom and Germany. In Finland and in Denmark, through part
-owned franchise companies, the Company also provides installation services. The
Company markets its products and solutions under nine brands, all with long
heritage, most of which are among the most established and well-recognized
brands in waterproofing in their respective markets, such as Mataki, Trebolit,
Phønix Tag Materialer, Kerabit, Nortett and SealEco. Nordic Waterproofing is
listed in the Mid Cap segment on Nasdaq Stockholm with the stock ticker NWG.

For more information about Nordic Waterproofing, visit
www.nordicwaterproofing.com

Important information
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities in Nordic Waterproofing
Holding A/S.

Copies of this announcement are not being made and may not be distributed or
sent into the United States, Australia, Canada, Japan or any other jurisdiction
in which such distribution would be unlawful or would require registration or
other measures.

These materials are not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the “Securities
Act”). The Company does not intend to register any part of the offering in the
United States or to conduct a public offering of the shares in the United
States. Any securities offered or sold in the United States will be offered or
sold only to qualified institutional buyers (as defined in Rule 144A under the
Securities Act) pursuant to Rule 144A.

This announcement is an advertisement and is not a prospectus for the purposes
of the Directive 2003/71/EC (together with any applicable implementing measures
in any Member State, the “Prospectus Directive”). A prospectus prepared pursuant
to the Prospectus Directive was published on May 30, 2016 and can be obtained
from the Company’s website. Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained in
the prospectus.

In any EEA Member State other than Sweden that has implemented the Prospectus
Directive, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive, i.e., only to investors who can participate in the Offering without
an approved prospectus in such EEA Member State.

This announcement is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and
(iii) above together being referred to as “relevant persons”). The shares are
only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such securities will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this
announcement or any of its contents.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements refer to statements which do not refer to
historical facts and events, and statements which are attributable to the
future, such as expressions as “deem”, “assess”, “expect”, “await”, “judge”,
“assume”, “predict”, “can”, “will”, “shall”, “should or ought to”, “according to
estimates”, “consider”, “may”, “plan”, “potential”, “calculate”, “as far as is
known” or similar expressions suitable for identifying information that refers
to future events. This applies in particular to statements referring to future
results, financial position, cash flow, plans and expectations for the Company’s
business and management, future growth and profitability and general economic
and regulatory environment and other circumstances which affect the Company.
Forward-looking statements are based on current estimates and assumptions which
are based on the Company’s current intelligence. Such future looking statements
are subject to risks, uncertainties and other factors which may result in actual
results, including the Company’s financial position, cash flow and profits,
deviating considerably from the results which expressly or indirectly form the
basis of, or are described in, statements, or may result in the expectations
which, expressly or indirectly, form the basis of or are described in statements
not being met or turning out to be less advantageous compared to the results,
which expressly or indirectly formed the basis of or were described in the
statements. The Company’s business is exposed to a number of risks and
uncertainties which may result in forward-looking statements being inaccurate or
an estimate or calculation being incorrect. Therefore, potential investors
should not place undue reliance on the forward-looking statements herein and are
strongly advised to read detailed description of factors which have an effect on
the Company’s business and the market in which the Company operates that will be
included in the prospectus.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.

This information is information that Nordic Waterproofing Holding A/S is obliged
to make public pursuant to the EU Market Abuse Regulation (“MAR”). The
information was submitted for publication, through the agency of the contact
person set out above, at 7:15 p.m. CET, on 10 July 2016.