Argeo AS

Share Issue/Capital Change • Dec 20, 2022

Argeo: Key Information related to the Subsequent Offering

Argeo: Key Information related to the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Asker, 20 December 2022: Reference is made to the stock exchange notice published by Argeo AS (the "Company") (Euronext Growth: ARGEO) on 20 December 2022 at 23:01 (CET) announcing the completion of a private placement of 30,300,000 new shares in the Company (the "Private Placement"), divided into two tranches.

The board of directors has resolved to propose to the Company's extraordinary general meeting (the "EGM") that the Company conducts a subsequent offering (the "Subsequent Offering") with gross proceeds of up to NOK 12,500,000 by issuing up to 7,575,758 new shares at NOK 1.65 per share (the "Offer Price"), equal to the subscription price in the Private Placement.

Please find key information relating to the Subsequent Offering below:

• Date on which the terms and conditions of the repair issue were announced:

20 December 2022

• Last day including right: 20 December 2022

• Ex-date: 21 December 2022

• Record date: 22 December 2022

• Date of approval: 20 December 2022 (conditions for completion are set out

below, including approval by the EGM to authorise the board to issue

shares in the Subsequent Offering)

• Maximum number of new shares: 7,575,758

• Subscription price: NOK 1.65 per share

Other important information concerning the Subsequent Offering:

The Subsequent Offering is proposed directed towards shareholders of the Company as of 20 December 2022 (as registered with the VPS on 22 December 2022) who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) who are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action). Such shareholders will be granted non-transferable subscription rights that provide rights to subscribe for and be allocated shares in the Subsequent Offering.

The Subsequent Offering is subject to, inter alia, (i) completion of the Private Placement (including both tranche 1 and tranche 2 as further described in the stock exchange announcement dated 20 December 2022), (ii) relevant corporate resolutions including approval by the Company's board of directors and the EGM, (iii) prevailing market price of the Company's shares, including the trading price of the Company's shares exceeding the Offer Price and (iv) publication of an offering prospectus, which will be issued as soon as practical following completion of the Private Placement. The subscription period for the Subsequent Offering will commence as soon as possible following the publication of such prospectus. The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering, including as a result of the Company's shares trading at or under the Offer Price at meaningful volumes.

Advisors

Clarksons Securities AS and SpareBank 1 Markets AS are acting as joint bookrunners in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company in the Private Placement.

For more information, please contact:

Trond Figenschou Crantz, CEO Argeo AS

Email: trond.crantz@argeo.no

Phone: +47 976 37 273

About Argeo | www.argeo.no

Argeo is an Offshore Service company with a mission to transform the ocean surveying and inspection industry by utilizing autonomous surface and underwater robotics solutions. Equipped with unique sensors and advanced digital imaging technology, the Autonomous Underwater Vehicles (“AUVs”) will significantly increase efficiency and imaging quality in addition to contribute to significant reduction in CO2 emissions from operations for the global industry in which the Company operates.

The Company’s highly accurate digital models and digital twin solutions are based on geophysical, hydrographic, and geological methods from shallow waters to the deepest oceans for the market segments Oil & Gas, Renewables, Marine Minerals and Offshore Installations. Argeo was established in 2017 and has offices in Asker (Oslo), Tromsø, Stockholm, Houston, and Singapore. Since its incorporation, Argeo has carried out complex projects for some of Norway’s largest companies in the field.

Important information

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

This document is 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 in the United States of the shares to which this document relates.

The Manager are acting for the Company in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.