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BW Ideol AS

Investor Presentation May 16, 2023

3564_rns_2023-05-16_c86fa233-6d63-4c02-aae5-32dc175f6e9c.pdf

Investor Presentation

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BW Ideol Q1 presentation

16 May 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 document and the information contained herein is being made available on a strictly confidential basis and may not be disclosed, reproduced or redistributed, directly or indirectly, to any other person or published or used in whole or in part, for any purpose. 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.

Q1 2023 highlights

Maturing projects under development

  • | First year of bird and mammals survey completed on Buchan Offshore Wind project
  • | Mobilization of geophysical survey vessels
  • | Start of assembly preparation on first EolMed floater in Port-la-Nouvelle

Expanding our substantiated pipeline in strategic markets

  • | Signing of HoT with Elawan to co-develop projects in Spain & Portugal (May)
  • | Approval of partnership for Celtic Sea Tender
  • | Approval of a new partnership in Asia

Securing additional funding

  • | Exclusive negotiations for a EUR 40 million funding by ADEME Investissement of BW Ideol's project development activities
  • | Signing of EUR 12 million shareholder loan with BW Offshore and Noria
  • | Up to GBP 300 million equity funding secured by Ardersier Port

Maintaining strict cash discipline

  • | First quarter 2023 engineering revenue of EUR ~1 million
  • | Cash position of EUR 5.6 million at end of March 2023
  • | First-quarter operating cash-burn limited to EUR 1.4 million

Under development: projects awarded

Substantiated pipeline: projects with agreements signed by BW Ideol for a specific site or tender with leading partners

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

Agenda

Market

Financing

Operations and projects

Financials & Outlook

Q&A

Significant increase to European offshore wind ambitions

Ostend Declaration signed by nine North Sea nations

  • | Aim to jointly produce at least 120 GW of offshore wind energy by 2030
  • | 2050 ambition of at least 300 GW, up 2x from initial 2022 target set by five nations
  • | Current North Sea capacity is less than 30 GW
  • | Massive required investments in floating and bottom-fixed wind capacity, and grid- and interconnector systems

Reinforced wind ambitions welcomed by the industry

| Joint declaration by more than 100 companies across the offshore wind value chain, including BW Ideol, outlining the urgent need to strengthen Europe's wind energy manufacturing capacities

BW Ideol's solution: transforming ambition into reality

  • | Unlocking offshore wind potential by removing water depth constraint
  • | Creating European manufacturing leadership by investing in concrete floaters production lines
  • | Ensuring price competitiveness by allowing development in the most windy areas

The Heads of State & Government of Belgium, Denmark, Germany, France, Ireland, Luxembourg, the Netherlands, Norway and the UK meeting at Ostend, Belgium, 24 April 2023

Already ~ 2,800 floaters to be manufactured

| ~ 30 GW of floating wind projects were awarded in 2022 in Scotland (ScotWind and INTOG) and in California

| ~ 20 GW of new projects to be potentially awarded in 2023 in France, UK, Norway, Oregon, Taiwan, Spain or Portugal

Agenda

Market

Financing

Operations and projects

Financials & Outlook

Q&A

Progressing closing for EUR 40 million funding by ADEME Investissement

  • | Creation of a new subsidiary dedicated to BW Ideol's co-development activity
  • | To initially hold a 3.8 GW portfolio of projects and agreements
  • | 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 – by June 2023

  • EUR 16.7 million investment by ADEME Investissement via preferred shares
  • Pre-money valuation EUR 55 million or approximately NOK 20 per share in BW Ideol
  • 76.6% post-money ownership by BW Ideol

Subsequent funding

  • EUR 46.8 millon 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

BW Ideol to retain full ownership of its other business activities and assets

Assets remaining in Ideol France

  • | 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

Contemplated corporate structure

Ardersier Port securing GBP 300 million equity investment

Initial commitment by US based investment firm Quantum Energy to accelerate the port redevelopment

  • | Haventus Ltd. to be established as the new parent company of Ardersier Port
  • | Facility to enable offshore wind projects in Scotland, the UK and Europe, and decommissioning of aged oil and gas assets
  • | Up to GBP 300 million equity investment
  • | BW Ideol holds an exclusivity agreement for a concrete floater production line at the facility

See video of BW Ideol's yard lay-out and configuration on www.bw-ideol.com

Agenda

Market Financing Operations and projects Financials & Outlook Q&A

Projects in operation and in construction – France

Floatgen keeps on outperforming in 2023

  • | 1.74 GWh production during Q1 2023
  • | 25.9 GWh of cumulative production since January 2019
  • | Connection of two new cables on the electrical hub (preparation for connection of new devices including Lhyfe hydrogen production unit) completed by ECN
  • | Full compartment inspection performed by drone for the foundation recertification

EolMed 30 MW construction site inaugurated

  • | Arrival of first steel blocks that will be assembled at Port-La Nouvelle (Occitanie)
  • | Expected ~18-month construction period, 250,000 manhours
  • | Demonstrating flexibility of BW Ideol's technology to ensure the highest levels of local content

Projects under development – Buchan Offshore Wind

Progress on environmental studies

  • | Collection of meteocean data by LiDAR installed November 2022
  • | First year of birds and mammals' surveys completed

Start of geophysical and geotechnical site investigations

  • | Ocean Infinity contracted for the full investigations of the offshore site, export cable corridor and on-shore landing point
  • | Vessels mobilisation in March 2023

Refining of grid connection options

  • | National Grid ESO1 has narrowed design options to 6 preferred options to be refined in 1 final design option to be presented in 08/2023
  • | HNDFUE2 publication expected in 12/2023

Entering the Iberian market

Partnership agreement with Elawan for Spanish and Portuguese tenders

  • | Signing of Head of Terms for co-development of a multi -GW pipeline of projects in the Iberian peninsula
  • | Elawan is a Spanish company, 100% owned by ORIX Corporation, with more than 2.6 GW of renewable assets built and an 8.4 GW portfolio of renewable projects
  • | In January 2023, Portugal released areas for offshore wind development as part of the government's plan to award 10 GW of capacity that would be grid -connected by 2030
  • | The Spanish Government plans to put in operation between 1 and 3 GW of offshore wind capacity by 2030
  • | Next steps: formalization of the Joint Development Agreement and preparation of the upcoming tenders

Projects under development – Other regions

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 Q3 2023 with award expected by year-end 2023/early 2024
  • | 2X250 MW AO6 Mediterranean tender
    • | Bid submission expected end-2023 with award in 2024

Securing additional partnerships

  • | Approved partnership in preparation for 4 GW Celtic Sea tender expected to be launched in Q3 2023 by Crown Estate
  • | Progressing on a new partnership in Asia

Preparing for Taiwan pilot tender

  • | Project size has been increased from 50 MW to 6-12 turbines
  • | Feed in Tariff level expected to be announced in Q3 2023
  • | Our partner Taiya Renewable Energy has been awarded a 440 MW bottom-fixed project with EDF RE

Accelerating on Power to Platform

  • | 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 remains robust

  • | EUR 0.98 million in Q1 2023
  • | Engineering contracts for EolMed and power-to-platform feasibility studies
  • | Engineering services for projects under co-development in Scotland, Japan and France

Disciplined operational management

| Net operating cash burn of EUR 1.4 million in Q1 2023

Cash position and funding

  • | EUR 5.5 million cash position in March 2023
  • | EUR 12 million shareholder loan facility signed with BW Offshore and Noria, available upon demand
  • | Signing of ADEME Investissement transaction expected in Q2 2023 and funding in Q3 2023

| Rapidly expanding global floating wind project pipeline

| Increased offshore wind ambitions at Governmental level in Europe and the North Sea region

| Proven proprietary technology ready to be deployed on a secured pipeline of commercial-scale projects

| Accelerating focus on near and mid-term EPCI opportunities including Power-to-Platform projects

| Preparing tenders in key markets by creating strong partnerships

| Funding secured for next 12 months, focus on cash discipline and developing funding capacity

| Ahead of 2030 goal of engaging in approximately 10 GW gross portfolio

Development portfolio (GW)

10,0

Under development Q1 2023 Substantiated pipeline 2030 ambition

Appendix

Consolidated P&L

(K€)
P&L
Q1
2022
FY
2022
Q1
2023
from
with
Revenue
Contracts
Customers
1
077
6
639
976
Other
operating
income
529 2
106
327
Operating
expenses
(3
052)
(11
488)
(2
842)
/(loss)
depreciation/amortisation
profit
before
Operating
(1
446)
(2
743)
(1
539)
Depreciation (2
325)
(9
510)
(2
384)
Amortisation (1
105)
(4
387)
(1
181)
profit/(loss)
Operating
(4
877)
(16
641)
(5
105)
Interest
income
22 121 39
Net
Interest
expense
(34) (106) (26)
Other
financial
items
(209) (814) (131)
income/(expense)
financial
Net
(221) (799) (118)
profit/(loss)
Share
of
from
accounted
equity
investments
- (57) (70)
Profit/(loss)
before
tax
(5
098)
(17
497)
(5
292)
Income
tax
expense
215 869 217
Profit/(loss)
from
continuing
operations
(4
883)
(16
628)
(5
075)
profit/(loss)
for
the
period
Net
(4
883)
(16
628)
(5
075)

Consolidated balance sheet

(K€)
ASSETS
Q1
2022
YE
2022
Q1
2023
Other
, plant
&
Property
equipment
147 530 541
Right-of-use
assets
4
843
5
326
4
780
Technical
Installations
10
130
5
187
3
392
Other
Intangible
assets
4
096
3
913
3
869
Goodwill 25
606
25
606
25
606
Technology
Asset
55
608
52
620
51
624
Subsidiary
Investment
in
- 16
032
16
983
Other
non-current
assets
3
289
5
858
6
206
Total
non-current
assets
103
719
115
073
113
001
Trade
receivables
and
other
current
assets
4
062
2
127
1
687
Cash
and
cash
equivalents
29
982
9
133
558
5
Total
current
assets
34
044
11
260
245
7
TOTAL
ASSETS
137
763
126
332
120
246
(K€)
EQUITY
AND
LIABILITIES
Q1
2022
YE
2022
Q1
2023
Share
Capital
313 313 313
Share
Premium
130
591
130
591
130
591
Other
Equity
(16
450)
(16
389)
(32
975)
Retained
Earnings
(4
883)
(16
628)
(5
075)
Translation
Foreign
Currency
Reserve
(4) (5) (129)
Total
equity
109
566
97
881
92
724
Interest-bearing
long-term
debt
5
242
4
229
3
590
obligations
Pension
229 176 176
obligations
Asset
retirement
2
172
2
393
2
393
Other
long-term
liabilities
3
514
3
349
3
467
lease
liabilities
Long-term
- 1
784
1
726
Deferred
Liability
Tax
12
234
576
11
357
11
Total
liabilities
non-current
23
391
23
507
22
708
Trade
payables
and
other
short-term
liabilities
3
178
3
064
2
930
Interest-bearing
short-term
debt
1
561
1
650
1
651
Short-term
lease
liabilities
62 229 230
liabilities
Income
tax
4 1 2
Total
liabilities
current
4
806
4
944
4
814
Total
liabilities
28
197
28
451
27
522
TOTAL
EQUITY
AND
LIABILITIES
137
763
126
332
120
246

Consolidated Cashflow

Cash
Flow
(K€)
Q1
2022
FY
2022
Q1
2023
Profit/(loss)
before
taxes
(5
098)
(17
497)
(5
432)
loss/(gain)
Unrealised
currency exchange
189 730 107
Depreciation
and
amortisation
3
431
13
897
3
566
Share-based
payment
expense
513 626 48
Change
in
Subsidies
&
Receivable
Grants
(530) (319) (327)
Add
back
of
interest
net
expense
11 (15) (13)
Changes
in
trade
and
other
current
assets
(375) (607) 417
Changes
trade
payables
in
(148) (343) 77
Changes
in
other
balance
sheet
items
and
items
related
operating
activities
to
(63) 82 117
Changes
working
capital
in
(585) (868) 611
cash
flow
from
operating
activities
Net
(2
070)
(3
445)
(1
439)
in
other
plant
&
equipment
Investment
property,
(30) (519) (54)
other
intangible
(capitalized
R&D)
Investment
in
assets
(209) (942) (171)
in
financial
investments
Investments
- (493) -
Investments
in
joint
ventures
- (16
753)
(1
134)
cash
flow
from
investing
activities
Net
(239) (18
707)
(1
359)
of
debt
and
other
liabilities
Repayment
(452) (1
160)
(689)
paid
Interest
(34) (105) (22)
of
lease
liabilities
Payment
(16) (242) (65)
cash
flow
from
financing
Net
activities
(502) (1
507)
(776)
change
in
cash
and
cash
equivalents
Net
(2
810)
(23
659)
(3
575)
Cash
and
cash
equivalents
beginning
of
period
at
32
792
32
792
9
133
Cash
and
cash
equivalents
end
of
period
at
29
982
9
133
5
558

Thank you

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

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