Orlando, FL May 13, 2022 - Reference is made to the earlier inventory alternate bulletins made byKalera AS (the "Company") (Euronext Growth Oslo: KAL, Bloomberg: KSLLF) relating to the merger with its wholly-owned Luxembourg subsidiaryKalera S.A. (the "Merger"). All obligatory board and shareholder approvals for the Merger have been obtained, and the Merger will turn into efficient upon publication of the minutes fromKalera S.A.'s normal assembly approving the Merger in accordance with Luxembourg regulation. Such publication, and the effectiveness of the Merger, is predicted to happen on or about27 May 2022 (the "Effectiveness"). As of the Effectiveness, all of the Company's belongings, rights and liabilities will probably be transferred toKalera S.A. , and the Company will probably be dissolved and have it shares delisted from Euronext Growth Oslo.The Oslo Stock Exchange has admitted the shares ofKalera S.A. to buying and selling on Euronext Growth Oslo, and it's anticipated that the first day of buying and selling in the shares will probably be on or about1 June 2022 . As merger consideration, the shareholders of the Company will obtain shares inKalera S.A. , the place two shares in the Company give the proper to obtain one share in Kalera S.A.The Company's shareholders will, for the objective of calculating the variety of consideration shares, have their shares rounded right down to the nearest even quantity asKalera S.A. won't concern fractional shares. If a shareholder already holds a fair variety of shares, no rounding will probably be made. Excess shares, which on account of this rounding won't be allotted, will probably be settled in money byKalera S.A. , and the settlement quantity per extra share shall equal the quantity weighted common share worth for the Company's shares on Euronext Growth Oslo throughout the final ten buying and selling days previous to the Effectiveness. As a results of the above described alternate ratio, the complete quantity of shares inKalera S.A. following the Merger is predicted to be roughly 104,677,409 shares (which equals roughly half the quantity of shares in the Company as of right this moment). It is the shareholders as of the Effectiveness, as such shareholders seem in the shareholders register of the Company with theNorwegian Central Securities Depositary (the "VPS") as at the day of Effectiveness (the "Record Date"), that will obtain consideration shares inKalera S.A. The file date is predicted to be on or about27 May 2022 . Tentative key dates and data for the completion of the Merger is as follows: o Last day of buying and selling in the Company's shares on Euronext Growth Oslo:25 May 2022 o Effectiveness of the Merger:27 May 2022 o Record Date for entitlement to merger consideration shares:27 May 2022 o First day of buying and selling inKalera S.A.'s shares:1 June 2022 o Merger consideration shares delivered via VPS:31 May 2022 o ISIN: LU242451514904 The Merger is solely carried out to facilitate a Nasdaq itemizing. Until the Effectiveness, the Company will stay as the listed guardian entity for the Kalera group, and its shares will probably be tradeable on Euronext Growth Oslo. The shares ofKalera S.A. will commerce underneath the ticker "KAL", which is the present ticker of the Company. About Kalera Kalera is a vertical farming firm headquartered inOrlando, Florida . Kalera makes use of expertise to make sure that extra folks round the world have entry to the freshest, most nutritious, and cleanest merchandise obtainable. It has spent a number of years optimizing plant nutrient formulation and creating a sophisticated automation and knowledge acquisition system with Internet of Things, cloud, large knowledge analytics and synthetic intelligence capabilities. Kalera presently operates farms in the US (inOrlando, Florida ;Atlanta, Georgia ;Houston, Texas andDenver, Colorado ), in addition to inKuwait . Additional farms are underneath growth. More data is accessible at www.kalera.com.Eric Birge [email protected] 313-309-9500
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