Major Shareholder Announcement regarding Nordic Waterproofing Holding A/S

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO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 below, at 7:45 p.m. CET, on 10 July 2016.

With reference to the press releases dated 10 June 2016 and 14 June 2016
regarding major shareholder notifications and the press release dated 10 July
2016 regarding the exercise of the over-allotment option and notice of
stabilization, Nordic Waterproofing Holding A/S (the “Company”), Danish company
registration number 33 39 53 61, hereby announce the receipt of the following
notifications pursuant Section 29 of the Danish Securities Trading Act.

Axcel IV K/S (Danish company registration number 32 90 65 16), now directly
holds 3,643,563 shares, corresponding to approximately 15.13 percent of the
total outstanding share capital and voting rights in the Company.

Axcel IV K/S 2 (Danish company registration number 33 42 65 69), now directly
holds 2,895,328 shares, corresponding to approximately 12.02 percent of the
total outstanding share capital and voting rights in the Company.

Axcel Management A/S (Danish company registration number 28 30 18 55) in its
capacity as advisor to Axcel IV K/S, Axcel IV K/S 2 and AX Management Invest II
K/S, having authority to discretionarily exercise the voting rights attached to
the shares owned by the aforementioned companies, now controls 6,732,673 shares,
corresponding to approximately 27.96 percent of the total voting rights in the
Company. Axcel Management A/S is controlled by AXIII MP Holding ApS (Danish
company registration number 28860986), in turn controlled by AXIII MPH Invest
ApS (Danish company registration number 28857314).

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 7:45 p.m. CET, on 10 July 2016.