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BW Ideol AS

Investor Presentation Aug 23, 2023

3564_rns_2023-08-23_330b35e8-102e-403d-ba46-6c6cc9a48791.pdf

Investor Presentation

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BW Ideol Half-year 2023 and Q2 presentation

24 August 2023

CEO - Paul de la Guérivière CFO - Nicolas de Kerangal

Disclaimer

This Presentation and its appendices (the "Presentation") has been produced by BW Ideol AS (the "Company", and together with its direct and indirect subsidiaries, the "Group") solely for information purposes. This Presentation, and the information contained herein, does not constitute or form part of, and is not prepared or made in connection with, an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities of the Company and nothing contained herein shall form the basis of any contract or commitment whatsoever. By attending a meeting where this Presentation is made, or by reading the Presentation slides or by otherwise receiving this Presentation or the information contained herein, you agree to be bound by the following terms, conditions and limitations. Any failure to comply with the restrictions set out herein may constitute a violation of applicable securities laws or may result in civil, administrative or criminal liabilities. For the purposes of this notice, "Presentation" means and includes this document and its appendices, any oral presentation given in connection with this Presentation, any question-and-answer session during or after such oral presentation and any written or oral material discussed or distributed during any oral presentation meeting. No representation, warranty or undertaking, express or implied, is made by the Company, its affiliates or representatives as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither the Company nor any of its affiliates or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss whatsoever and howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with this Presentation.

This Presentation speaks as of the date hereof. All information in this Presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. None of the Company, its affiliates or representatives undertakes any obligation to provide the recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect developments that may occur after the date of this Presentation. These materials do not purport to contain a complete description of the Group or the market(s) in which the Group operates, nor do they provide an audited valuation of the Group. The analyses contained in these materials are not, and do not purport to be, appraisals of the assets, stock or business of the Group or any other person. Moreover, these materials are incomplete without reference to, and should be viewed and considered solely in conjunction with, the oral briefing provided by an authorised representative of the Company in relation to these materials. The Company have not authorised any other person to provide any persons with any other information related to the Group and the Company will not assume any responsibility for any information other persons may provide.

The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own financial, legal, business, investment and tax advisers to receive financial, legal, business, investment and tax advice. In particular, nothing herein shall be taken as constituting the giving of investment advice and these materials are not intended to provide, and must not be taken as, the exclusive basis of any investment decision or other valuation and should not be considered as a recommendation by the Company (or any of their affiliates) that any recipient enters into any transaction. These materials comprise a general summary of certain matters in connection with the Group. These materials do not purport to contain all of the information that any recipient may require to make a decision with regards to any transaction. Any decision as to whether or not to enter into any transaction should be taken solely by the relevant Recipient. Before entering into such transaction, each recipient should take steps to ensure that it fully understands such transaction and has made an independent assessments of the appropriateness of such transaction in the light of its own objectives and circumstances, including the possible risks and benefits of entering into such transaction.

This Presentation contains forward-looking information and statements relating to the business, financial performance and results of the Group and/or industry and markets in which it operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "aims", "anticipates", "believes", "estimates", "expects", "foresees", "intends", "plans", "predicts", "projects", "targets", and similar expressions. Such forward-looking statements are based on current expectations, estimates and projections, reflect current views with respect to future events, and are subject to risks, uncertainties and assumptions. Forward-looking statements are not guarantees of future performance and risks, uncertainties and other important factors could cause the actual results of operations, financial condition and liquidity of the Group or the industry to differ materially from this results expressed or implied in this Presentation by such forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved and you are cautioned not to place any undue influence on any forward-looking statement.

The recipient acknowledges and accepts that it will be solely responsible for its own assessment of the Group, the market, the Group's market position, the Group's funding position, and the potential future performance of the Group's business and the Company's shares. The Company's shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States, absent registration under the U.S. Securities Act or under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or in compliance with any applicable securities laws of any state or jurisdiction of the United States. Accordingly, any offer or sale of securities will only be offered or sold (i) within the United States or to U.S. Persons, only to qualified institutional buyers as defined under Rule 144A under the Securities Act ("QIBs") in offering transactions not involving a public offering and (ii) outside the United States in offshore transactions in accordance with Regulation S. Any purchaser of securities in the United States, or to or for the account of U.S. Persons, will be deemed to have been made certain representations and acknowledgements, including without limitation that the purchaser is a QIB.

The Company has not authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area. No prospectus has or will be prepared in connection with this Presentation and the information contained herein. This Presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2 (E) of the Prospectus Regulation (Regulation (EU) 2017/1129).

Neither this Presentation nor the information contained herein is being issued, and nor may this Presentation nor the information contained herein be distributed, directly or indirectly, to or into any jurisdiction in which such issuance and/or distribution would be unlawful.

By accepting these materials, each recipient represents and warrants that it is able to receive them without contravention of an unfulfilled registration requirements or other legal or regulatory restrictions in the jurisdiction in which such recipients resides or conducts business. This Presentation is subject to and governed by Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court as exclusive legal venue.

H1 2023 highlights

Delivering on objectives of value creation …

Maturing projects under development

  • | Completion of geophysical and environmental campaigns and first year of bird and mammal surveys on Buchan Offshore Wind project
  • | Progress on blocks assembly of EolMed floaters in Port-la-Nouvelle

Expanding the substantiated pipeline in strategic markets

  • | Signed HoT with Elawan to co-develop projects in Spain and Portugal
  • | Signed a new partnership in South Korea for co-development and co-EPCI of a GW scale floating wind project

Securing additional funding

  • | Signed agreement for a EUR 40 million funding by ADEME Investissement for BW Ideol's project development activities (July)
  • | Signed EUR 12 million convertible shareholder loan with BW Offshore and Noria

Development portfolio (GW)

Opportunity pipeline: tenders announced by Governments with timing and capacity over the next 3 years

specific site or tender with leading partners

H1 2023 highlights

… while focusing on cash generation

Accelerating preparation for EPCI activities

  • | Progressing on feasibility studies for standardised production line delivering ~1 GW floaters per year
  • | Port of Ardersier hub consolidated by GBP 300 million investment from Quantum Energy Partners
  • | ISO 14001 environmental management certification

Maintaining strict cash discipline

  • | First half 2023 engineering revenue of EUR 2 million
  • | Cash position of EUR 5.9 million at end of June 2023
  • | First half operating cash-burn of EUR 3.5 million

Cumulative floating projects awarded (GW)

Worldwide ScotWind California INTOG

Agenda

Financing Operations and projects Financials & Outlook Q&A

Agreement with ADEME Investissement for EUR 40 million funding of project portfolio

  • | BW Ideol Projects Company SAS created as a new subsidiary to hold co-development activity
  • | Transfer of 3.7 GW portfolio of projects and substantiated pipeline
  • | All future co-development activities and tendering to be executed through BW Ideol Projects Company
  • | Dedicated structure to facilitate access to additional sources of capital to support the growth of the co-development activity going forward
  • | Targeting a global portfolio of 6 to 8 GW by 2030

First closing – expected in September 2023

  • EUR 17.85 million investment in BW Ideol Projects Company SAS by ADEME Investissement via preferred shares
  • EUR ~74 million post-money valuation of project company with BW Ideol owning 75.8%, equating to NOK ~20 per BW Ideol share

Subsequent funding

  • EUR 44.4 million additional funding split 50/50 between BW Ideol and Ademe Investissement via preferred shares
  • 66.2% ownership by BW Ideol

Service agreement

• Covering project origination, tendering and commercial development activities, portfolio management to be entered between BW Ideol Projects Company and Ideol France for around EUR 3 million / year

BW Ideol retains full ownership of its other business activities and assets

Assets remaining in BW Ideol

  • | Technology, related IP and know-how portfolio
  • | Floater EPCI business line and the exclusivity with the Port of Ardersier in Scotland for a floater production line
  • | Floatgen demonstrator
  • | 5% ownership in the EolMed project
  • | Teams, including engineering, business development, project execution, supply chain, legal, innovation, finance

Corporate structure post closing

Agenda

Financing Operations and projects Financials & Outlook Q&A

Project in operation - Floatgen

Leveraging on a unique real asset in operation

  • | 2.6 GWh production during H1 2023 (grid unavailability for Sealhyfe connection preparation works)
  • | 26.8 GWh of cumulative production since January 2019
  • | Annual maintenance successfully performed in June
  • | Completed grid connections to the Sealhyfe offshore hydrogen pilot facility with first green hydrogen produced from Floatgen renewable power in late June
  • | Rescue exercise completed in early July
  • | Initial test of innovative wind turbine major component replacement method planned in Q4
  • | Extension of the demonstrator certification for an additional 5 years (to be finalised by end of year)

Projects under development – Asia

Accelerating developments in Asia

  • | Feasibility studies under finalisation on the 600 MW floating wind project with Tohoku Electric in Japan
  • | Ongoing discussions with several potential Australians partners
  • | Head of Terms with a local partner in Taiwan, working on a Joint Development Agreement
  • | Partnership agreement with an undisclosed Asian partner and local leader in South Korea for the exclusive codevelopment and co-EPCI of a GW scale floating offshore wind farm
  • | Team of 4 persons in Tokyo and support from BW Australia: Launch of 5 GW Offshore head office in Singapore

Projects under development – France

Further consolidating our pioneering position in France

Construction ongoing for EolMed 30 MW

  • | Assembly of steel blocks ongoing at Port-La Nouvelle (Occitanie), France
  • | Demonstrating flexibility of BW Ideol's technology to ensure the highest levels of local content

Finalizing French tenders' bid submission

  • | 250 MW AO5 South-Brittany tender
    • | Identification of the EDF Renewables Maple Power consortium as one of the 5 most local-content oriented bidders by the Brittany Region (among 10 competitors)
    • | Final date of bid application set to 2 October 2023 with award expected in February 2024
  • | 2X250 MW AO6 Mediterranean tender
    • | Bid submission expected end-2023 with award in 2024

Projects under development – Other regions

Continue to be highly selective and focused on strong fundamentals

Progressing Buchan Offshore wind project

  • | Successful completion of geophysical and environmental campaigns
  • | Completion of first year of birds and mammal surveys
  • | Award of GBP 1.5 million of contracts for onshore and offshore stakeholder engagement, Environmental Impact Assessment and Property support
  • | Grid connection option to be confirmed by Scottish authorities by end of year

Partnership agreement with Elawan for Spanish and Portuguese tenders

  • | Head of Terms for co-development of a multi-GW pipeline of projects in the Iberian peninsula
  • | Working to formalise the Joint Development Agreement and preparation of the upcoming tenders

Continuing to explore Power-to-Platform opportunities

  • | Conclusion of several feasibility studies for undisclosed clients, with potential EPCI contracts
  • | Support from BW Offshore experience and track-record

Agenda

Market Financing Operations and projects Financials & Outlook Q&A

Financial highlights

Revenues from design and engineering activities remain robust

  • | EUR 2 million in H1 2023
  • | Activities in France, Norway, UK, Japan, the US and Canada

Disciplined operational management

| Net operating cash burn of EUR 3.5 million in H1 2023

Cash position and funding

  • | EUR 5.9 million cash position at 30 June 2023
  • | Drawdown of EUR 5 million at end-June on the EUR 12 million shareholder loan facility with BW Offshore and Noria
  • | EUR 17.85 million payment at first financial closing by ADEME Investissement expected in September

Net Operating cash flows (EUR million)

Investments in Project Portfolio (EUR million)

| Continuing to be selective on co-development activities while leveraging on secured funding from Ademe Investissement

| Accelerating preparation and focus on mid-term EPCI opportunities and revenues generation with support from BW Offshore

| Maturing existing projects under development to reach key milestones and trigger value creation

| Maintaining focus on cash discipline and developing further funding capacity

| Leveraging unique and pioneering track-record, skills and competences, proprietary technology to establish leadership Development portfolio (GW)

1,0

10,0

Under development H1 2023 Substantiated pipeline 2030 ambition

3.7

Appendix

Consolidated P&L

1H 2023 1H 2022 FY 2022
CONTINUING OPERATIONS
Revenue from Contracts with Customers 1 971 2 666 6 639
Other operating income 652 1 107 2 106
Operating expenses (6
102)
(5
852)
(11
488)
Operating profit /(loss) before depreciation/amortisation (3
479)
(2
079)
(2
743)
Depreciation (4
770)
(4
715)
(9
510)
Amortisation (2
363)
(2
211)
(4
387)
Operating profit/(loss) (10
612)
(9
004)
(16
641)
Net interest expense 1 (18) 15
Other financial items (178) (518) (814)
Net financial income/(expense) (176) (536) (799)
Share of profit/(loss) from equity accounted investments (97) - (57)
Profit/(loss) before tax (10
886)
(9
540)
(17
497)
Income tax expense 432 432 869
Profit/(loss) from continuing operations (10
452)
(9 108) (16
628)
Net profit/(loss) for the period (10
452)
(9
108)
(16
628)
Attributable to shareholders of the parent (10
452)
(9
108)
(16
628)
Attributable to non
-controlling interests
0 0 0

Consolidated balance sheet (1/2)

ASSETS 30.06.2023 30.06.2022 31.12.2022
Other Property, plant & equipment 500 463 530
Right-of-use assets 4 233 6 464 5 326
Technical Installations 1 597 8 409 5 187
Other Intangible assets 3 944 4 177 3 913
Goodwill 25 606 25 606 25 606
Technology Asset 50 628 54 612 52 620
Equity Accounted Investments 19 085 12 799 16 032
Other Investments 1 250 1 250 1 250
Other non-current assets 5 206 2 632 4 609
Total non-current assets 112 139 116 412 115 073
Trade receivables and other current assets 3 338 4 627 2 127
Cash and cash equivalents 5 941 14 080 9 133
Total current assets 9 279 18 708 11 260
TOTAL ASSETS 121 418 135 120 126 332

Consolidated balance sheet (2/2)

EQUITY AND LIABILITIES 30.06.2023 30.06.2022 31.12.2022
Shareholders' equity 87 762 105 364 97 881
Total equity 87 762 105 364 97 881
Interest-bearing long-term debt 3 203 4 830 4 229
Shareholder loan 5 000 0 0
Pension obligations 176 229 176
Asset retirement obligations 2 393 2 172 2 393
Other long-term liabilities 3 442 3 489 3 349
Long-term lease liabilities 1 667 1 899 1 784
Deferred Tax Liability 11 138 12 015 11 576
Total non-current liabilities 27 019 24 633 23 507
Trade payables and other short-term liabilities 4 746 3 161 3 064
Interest-bearing short-term debt 1 654 1 682 1 650
Short-term lease liabilities 231 274 229
Income tax liabilities 5 6 1
Total current liabilities 6 636 5 123 4 944
Total liabilities 33 656 29 756 28 451
TOTAL EQUITY AND LIABILITIES 121 418 135 120 126 332

Consolidated Cashflow

1H 2022 FY 2022
(17
497)
730
13 897
626
(319)
(15)
(868)
(3
445)
(377) (1
461)
(493)
(16
753)
-
(14
579)
(18
707)
- -
(769) (1
160)
(69) (105)
(96) (242)
(934) (1
507)
(18
712)
(23
659)
32 792
9 133
(9
540)
469
6 926
541
(1
106)
18
(506)
(3
199)
(475)
(13
234)
(493)
32 792
14 080

Thank you

Contact : Nicolas de Kerangal, CFO [email protected] + 33 (0)7 76 87 70 08

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