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Qben Infra (the "Offeror" or the "Company"), previously named
Kvalitetsbyggsgruppen R AB, is pleased to announce that it will make a voluntary
share exchange offer ("the Offer") to acquire all the outstanding shares in ININ
Group AS ("ININ Group" or "IG") for a consideration to IG shareholders in the
form of 0.2365482 newly issued shares in Qben Infra per share in IG (the "Offer
Consideration"). After completion of the Offer and assuming 100% acceptance
rate, ININ Group share holders will own 48.7% of Qben Infra.

The Board of Directors in Qben Infra has also resolved to commence with an
initial public offering process and listing of Qben Infra on Nasdaq Stockholm or
Nasdaq First North Premier Growth Market ("First North Premier"), and IG
shareholders having accepted the Offer will receive listed Qben Infra shares as
Offer Consideration.

Qben Infra will form the parent company for the combined entity that will be a
Swedish listed infrastructure compounder. Following completion of the Offer and
subject to a 2/3 majority vote at ININ Group's general meeting, Qben Infra will
seek to apply for a de-listing of ININ Group at Euronext Growth.

The Offer is the result of strategic discussions between Qben Infra and selected
large shareholders in ININ Group, including Gimle Invest. Gimle Invest has
together with Sogn Invest, Tigerstaden, Middelborg, Lani Invest, Songa
Investments and other shareholders in ININ Group (the "Pre-accepting
shareholders") entered irrevocable pre-acceptances for approximately 39.2% of
the outstanding share capital of IG with respect to the Offer. Including
warrants, options and shares on total return swap agreements, the Pre-accepting
shareholders control approximately 45.3% of the share capital on a fully diluted
basis of IG. ININ Group has not been involved in the process leading up to the
Offer.

Offer document
The complete details of the Offer, including all terms and conditions, will be
contained in an offer document (the "Offer Document"), which will be sent to all
eligible shareholders of ININ Group. The Offer Document is expected to be
published during May 2024 after finalisation of estimated pro forma IFRS-16
financials for the combined company and the assessment of the Offer Document by
the Swedish Financial Supervisory Authority. 

Transaction rational
Following completion of the Offer, Qben Infra will be positioned as a successful
compounder focused on critical infrastructure listed in Stockholm. The Company
will have five strong scalable platforms comprising Power Distribution,
Construction & Civil Engineering, Railway, Testing, Inspection & Certification
and Real Estate, with synergies from shared corporate functions, procurement,
supply chain, and in-house construction competence. ININ Group will also benefit
from improved access to opportunities in the Swedish market enabled by Qben
Infra's local presence.

Qben Infra will have an attractive investment story, based on i.a.:

* A platform for accretive M&A within fragmented niche markets: Proven M&A
track-record and fragmented markets with several smaller private companies offer
an attractive opportunity to establish a leading infrastructure focused M&A
compounder

* Attractive underlying markets with structural tail wind: Growth within
transportation, housing and environmentally friendly infrastructure investments
driven by megatrends and increased public spending partly related to
underinvestment in infrastructure over time leading to recent large increases in
public budgets

* Robust customer portfolio with high share of repeat business: Strong and
resilient customer portfolio comprised of a combination of government owned
companies and robust blue-chip companies and high share of re-occurring business

* Agile companies in markets with limited competition from larger player:
Entrepreneurial and specialised organisations with operational track-record and
ability to innovate in niche segments with limited competition from larger and
less agile players

* Management team with extensive industrial know-how and M&A track-record:
Management team with proven track record of creating shareholder value by
combining industrial and operational expertise with M&A-led growth

Quotes
"The strategic rationale of joining forces with ININ Group is to create a larger
and more robust listed company in Sweden, with different yet complementary
offerings within selected infrastructure niches. Moreover, there are significant
synergy effects to be achieved through a merger including a strengthened Nordic
presence which would enable both ININ Group and Qben Infra to capitalize on
expansive infrastructure budgets in both Norway and Sweden. Combining IG's
expertise within railway infrastructure and Qben Infra's expertise within
construction and civil engineering will create a unique value proposition that I
am confident our existing and prospective customers will appreciate" says Per
Anderson, CEO of Qben Infra.

"I have worked with different infrastructure projects across the Nordics for
more than two decades and have never seen a more attractive market than I see
now. Several decades of underinvestment in critical infrastructure has led to
massive maintenance debt both in Sweden and Norway. Moreover, the current macro
environment has drastically changed the way we look at energy security, defence
capabilities and critical infrastructure. Combining forces with Qben Infra would
create a larger and more robust company, that can grow both organically and
inorganically in attractive infrastructure segments and that will also pave the
way for ININ's portfolio companies in the Swedish market" says Øivind Horpestad,
Chairman of Gimle Invest. 

Key terms and conditions of the Offer
The Offer Consideration will comprise of 0.2365482 newly issued shares in Qben
Infra after the completion of a 1:3 share split resolved by the Board of
Directors in Qben Infra. Number of outstanding shares in Qben Infra will be 36
million after the share split. The Offer is based on a fully diluted number of
outstanding shares in ININ Group of 144,644,544 shares (calculated as number of
ordinary shares, less treasury shares, plus options and warrants with strike
price less than NOK 3.3 per share). After completion of the Offer and assuming
100% acceptance rate, ININ Group share holders will own 48.7% of Qben Infra. The
Offer will not be conditional upon a minimum acceptance level.

The issuance of shares in Qben Infra and delivery of such shares to accepting IG
shareholders will take place in conjunction with the initial public offering and
listing of Qben Infra at Nasdaq Stockholm or First North Premier. As further set
out below, listing of the shares will be a condition to the Offer that the
Offeror or accepting shareholders in ININ Group cannot waive. The listing is
expected to take place during the second half of 2024, but in any event no later
than 31 December 2024. The Board of Directors in Qben Infra are committed to
seeking Qben Infra listed at Nasdaq Stockholm and will as soon as practically
possible commence with an uplisting process to Nasdaq Stockholm in the event
that Qben Infra is initially listed on First North Premier.

The completion of the Offer shall be subject to the conditions set out below,
each one of which (except for listing at Nasdaq Stockholm or First North
Premier) may be waived by the Offeror fully or partly

(i) The Nasdaq Stockholm or First North Premier listing committee shall have
approved the application for listing