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BW Ideol AS

Investor Presentation Aug 19, 2021

3564_rns_2021-08-19_7ed0eafc-751e-47ca-b1e5-38c3302c5ef2.pdf

Investor Presentation

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BW Ideol 1H 2021 presentation 19 August 2021

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.

Agenda

1. Highlights

  • 2. Building the projects pipeline with strong partners
  • 3. Scaling and optimising the technology
  • 4. Strengthening the global organisation
  • 5. Financials
  • 6. Summary and outlook
  • 7. Appendix

1. Highlights

| Creation of BW Ideol AS and listing on Euronext Growth Oslo as an offshore floating wind champion (March)

| Signed EolMed 30 MW pilot project engineering contract and license agreement (April)

  • | Signed partnership agreement with leading utility for South Brittany tender in France (April)
  • | Signed collaboration agreement with Hitachi ABB Power Grids on developing industry-first floating substation solution (June)
  • | Signed Joint Development Agreement with Eneos Corporation for a commercial scale floating wind farm in Japan (July)
  • | Submitted applications for ScotWind tender with joint venture partners for a total of 2.1 GW (July)
  • | Signed design and engineering Services contract with undisclosed leading party for a commercial scale floating wind farm in Taiwan (July)
  • | Signed HoT of Partnership Agreement with an undisclosed leading party for a commercial scale floating offshore wind farm in Italy (August)
  • | Cash position of EUR 46.2 million at end of June supporting our growth ambitions

Long-term goals confirmed by rapid floating wind market expansion

Major market expansion 2030 goals Key building blocks
~10 GW gross portfolio Building our project pipeline with
strong partners
74 applications received
by The Crown Estate Scotland for
ScotWind
tender on 16 July
Projects in France, Japan, UK and
California
Scaling and optimising technology
Leading utilities (incl. Orsted)
announced strategic decision to
pursue floating wind projects
>15% of portfolio in operation Extending organisation globally
Return on equity above 15% Leveraging BW Offshore
partnership

Leveraging competence and technology via a dual leg strategy

▪ Overarching goal to be a long-term owner of floating wind assets with two execution paths providing agility.

6

  • Co-develop of projects in JVs with leading partners
  • Leveraging EPCI capabilities with possibility to become a lessor of floating wind assets (supported by BW Offshore's FPSO business experience)

2

Building the project pipeline with strong partners

Actively progressing project pipeline

Two applications for a total of 2.1 GW for Scotwind Tender

  • | Submitted in July 2021 in partnership with Elicio and BayWa r.e
  • | Consortium offering a unique blend of experience from successful offshore wind development and decade long presence in Scottish market
  • | In support to the applications, two grid connections secured from National Grid ESO in July 2021

Partnership agreement with leading utility for the South Brittany Tender

  • | Agreement signed in April 2021
  • | Tender for a commercial project of 240-270 MW
  • | Pre-qualification submitted in June 2021
  • | Pre-qualified companies expected to be disclosed in the coming days

Joint Development Agreement with Eneos Corporation in Japan

  • | Eneos: Japan's largest oil refiner and distributor with annual revenue of EUR 76 billion
  • | Agreement signed in July 2021 for a commercial scale project

BW Ideol has one of the largest floating wind pipeline under development in Japan, with a total of ~2 GW

Signing new long-term partnerships

Signed HoT of Partnership agreement for a floating wind project in Italy

  • | HoT of Partnership Agreement signed in August 2021
  • | Undisclosed leading renewable energy developer

Signed initial design and engineering services agreement in Taiwan

  • | Covering a commercial-scale floating wind farm
  • | Undisclosed leading counterparty in Taiwan
  • | Signed in July 2021

Scaling and optimising the technology

Introducing industry-first floating substation solution

Collaboration with Hitachi ABB Power Grids

  • | Long-term cooperation formalised by partnership agreement signed in June 2021
  • | Floating substation: the missing part for deep sea floating wind development
  • | Hitachi ABB Power Grids to provide modular, scalable, compact substation packages for installation on BW Ideol's shallow-draft Damping Pool solution, with top-side integration in the port and not offshore
  • | Addressing market requirements and demands of operating in the most challenging environmental and seabed conditions

Qualifying market-changer new mooring line product

Collaboration with Bridon Bekaert

  • | Deployment for testing of new mooring line samples on Floatgen in July 2021
  • | Part of the exclusive joint product development agreement signed in 2020
  • | Bridon Bekaert: leading supplier of advanced cables and ropes solutions

Independent confirmation of Floatgen power curve

Independent measurement report from UL, in partnership with SWE (University of Stuttgart)

  • | Floatgen power curve independently measurement report finalized in August 2021
  • | Confirmation of unique wind turbine performance on Floatgen
  • | Accumulated output 16.44 GWh as of 30 June 2021
  • | Average availability of 92.78% since commissioning

Enhancing knowledge on environmental impact

Joint R&D program with Centrale Nantes

  • | Program formed in May 2021 to better define seabird and bat populations near the Floatgen site
  • | Using video monitoring to study the interaction between seabirds and bats and the Floatgen demonstrator
  • | Testing optimized monitoring methods

Strengthening the global organisation

4

Leveraging on BW Offshore's organisation

Creation of a joint "Renewable Power Services" task force with BW Offshore

  • | Joint offering targeting floating substation and power to platform solutions
  • | Leveraging BWO extensive execution track-record of large-scale offshore project
  • | Benefiting from BWO market presence with special emphasis on power to FPSO solutions
  • | Discussions ongoing with potential first customers

Conducting joint review of BW Ideol's processes

  • | Review of functions such as insurance, procurement, accounting, IT, quality, …
  • | To identify optimisation and synergies and support needed from BWO

Building a highly qualified team with the right competencies

| 12% increase in staff during H1 2021 with 11 new positions filled

  • Engineering, project management, tendering, asset management, financial and HR
  • | Leadership team expanded with Sophie Fellah as Head of Legal from August 2021
  • Previously worked for Vinci Energies Oil&Gas, Transdev, Areva, and holds a Master's degree in International Business Law
  • | Senior and diversified team: average age of 39 years and representing eight nationalities
  • | Growing Tokyo-based team with Japanese nationals, encompassing all core competencies (business development, naval architecture and structural engineering, installation methods)

Financials

H1 2021 financial highights

1H-2021
Revenue from design and engineering activities 0,7
Total Equity 122,0
Cash and cash equivalents 46,2
Shares -
end of period (million)
33,5
Share price (NOK) 40,0
Market cap (NOKm) 1 340,4
Market cap (EURm) 132,7

| Revenue from design and engineering activities on projects in France and in Japan

| EBITDA reflects EUR 3.4 million of employee costs and EUR 1.5 million of other expenses, including one-off transaction expenses from Ideol SA acquisition and BW Ideol listing

| Operating loss of EUR 6.9 million after depreciation of the Floatgen demonstrator and Purchase Price Allocation based amortization of intangible assets

| Net loss for the period was EUR 7.3 million

Strong financial position supporting long-term growth ambitions

Balance sheet

  • | End of June cash position of EUR 46.2 million
  • | Net cash from operating activities was negative EUR 3.9 million
  • | EUR 52.5 million used in investments including the cash consideration for the acquisition of IDEOL SA
  • | Cash from financing activities of EUR 100.0 million, including EUR 52.2 million from BW Offshore for IDEOL SA acquisition and EUR 51.1 million of net proceeds from private placement ahead of Euronext growth listing

6

Summary and outlook

Summary and outlook

  • | Good progress on executing dual leg strategy as co-developer of floating wind projects and as Floater EPCI contractor
  • | Developing and expanding a significant GW pipeline of floating wind projects
  • | Scaling and optimizing the technology and the organization, with the support of BW Offshore
  • | Confirming our ambition of being the leading long-term owner of floating wind assets in key offshore wind markets across the globe
  • | On track on 2030 goals of being engaged in approximately 10 GW gross portfolio

Appendix

Management

Paul de la Guérivière | Chief Executive Officer Over 20 years experience in developing and financing renewable energy projects all over the world

Stéphane Toumit | Engineering Director

Over 17 years experience in the design and FEA simulation of offshore structures

Nicolas de Kerangal | Chief Financial & Partnerships Officer

Nearly 20 years of experience from finance and strategy positions in the renewable energy technology space

Bruno Geschier | Chief Sales & Marketing Officer Over 25 years of senior management and international business development experience in technical and industrial environments

Thomas Choisnet | Chief Technology Officer

Extensive experience of offshore structures across all stages of the project, from concept development to detailed design, installation, operation and construction

Ghislain Dufay | Chief Product and Operations Officer

12 years experience in large infrastructure EPCI contract management with Vinci Construction

Board of Directors

Marco Beenen

Chairman

CEO BW Offshore

Senior leadership positions in BW Offshore since 2012, including positions as COO, VP Business Development and Senior VP Fleet

Board of Directors of BW Energy

Prior experience from executive positions in the Netherlands and USA as President of GustoMSC Inc and Vice President Engineering with SBM Offshore

Yngvil Asheim

Board Member

Managing Director of BW LNG

Joined BW in 2010 as Managing Director for BW Fleet Management and later become Managing Director for BW Shipping before becoming Managing Director for BW LNG in 2015

Prior experience from leadership positions in Höegh and DNV in addition to several board positions

Julian Brown

Board Member

Vice President and UK Country Manager for MHI Vestas

Non-executive chairman at Tekmar Group plc and a director of Renewable UK

Twenty years of experience from the renewables industry, including being chairman and co-founder of 8.2 Aarufield Ltd, head of AREVA Wind in the UK and managing director of NEG Micon Rotors Ltd

Board of Directors

Yasuhira Matsui

Board Member

General Manager of the Corporate Finance Department, Division 5 (Energy) of Development Bank of Japan Inc.

25 years of finance experience in the energy and infrastructure industry.

Specialised in both energy and infrastructure-related Project Finance and Capital Markets and involved in the first Green Bond issued by DBJ as Japanese Issuer in 2014.

Jean Huby

Board Member

Chief Executive Officer of Ocean Breeze Energy, owner and operator of the first commercial offshore wind park in Germany, BARD Offshore 1

Experience in the energy sector, in particular as former CEO of AREVA Wind from 2011 to 2013 and as Senior Vice-President, Strategy and Mergers & Acquisitions, at AREVA group from 2008 to 2011.

Started his career in the European Commission, where he worked in the antitrust division and was an advisor to the Commissioner for Transport.

Income Statement (unaudited figures in Eur)

Consolidated
30 June 2021
CONTINUING OPERATIONS
Operating revenue 1 174 871
Operating expenses -5 106 797
Operating profit /(loss) before depreciation/amortisation -3 931 926
Depreciation -1 812 070
Amortisation -1 172 361
Operating profit/(loss) -6 916 357
Interest expense -161 954
Other financial items -487 744
Net financial income/(expense) -634 906
Profit/(loss) before tax -7 551 263
Income tax expense 252 361
Profit/(loss) from continuing operations -7 298 902
Profit/(loss) from discontinued operation 0
Net profit/(loss) for the period -7 298 902
Attributable to shareholders of the parent -7 298 902
Attributable to non-controlling interests 0

Balance Sheet (unaudited figures in Eur)

Consolidated Consolidated
ASSETS 30 June 2021 31 December 2020
Property, plant & equipment 124 878
Right-of-use assets 104 940
Technical Installation tangible assets 12 666 562
Intangible assets 62 675 170
Goodwill 25 268 392
Other non-current assets 417 130
Total non-current assets 101 257 071
Trade receivables and other current assets 3 886 545
Cash and cash equivalents 46 240 519 3
652
Total current assets 50 127 064 3 652
TOTAL ASSETS 151 384 135 3 652
Consolidated Consolidated
EQUITY AND LIABILITIES 30 June 2021 31 December 2020
Shareholders' equity 121 994 327 3 652
Total equity 121 994 327 3 652
Interest-bearing long-term debt 6 564 110
Pension obligations 189 748
Asset retirement obligations 1 217 441
Other long-term liabilities 3 756 778
Long-term lease liabilities 46 547
Deferred Tax Liability 12 891 055
Total non-current liabilities 24 665 679
Trade payables and other short-term liabilities 3 525 098
Interest-bearing short-term debt 1 125 257
Short-term lease liabilities 61 163
Income tax liabilities 12 610
Total current liabilities 4 724 128
Total liabilities 29 389 807
TOTAL EQUITY AND LIABILITIES 151 384 135 3 652

Cash Flow Statement

(unaudited figures in Eur)

Consolidated
30 June 2021
Profit/(loss) before taxes -7 551 263
Unrealised
currency exchange loss/(gain)
-11 785
Depreciation and amortisation 2 966 699
Share-based payment expense 661 609
Add back of net interest expense 147 162
Changes in trade and other current assets 294 682
Changes in trade payables -240 667
Changes in other balance sheet items and items related to operating activities -190 304
Net cash flow from operating activities -3 923 867
Investment in property, plant & equipment and intangible assets -249 289
Investment in subsidiaries -52 219 175
Net cash flow from investing activities -52 468 464
Proceeds from Share Issue: Parent Company 52 219 175
Proceeds from Share Issue: Parent Company share of issuance on Oslo Stock Market 9 916 896
Proceeds from Share Issue: Oslo Stock Market 39 683 104
Proceeds from Share Issue: Greenshoe
Oslo Stock Market
1 977 128
Transaction Costs Relating to the Share Issuance -2 129 365
Repayment of other liabilities -267 500
Repayment of interest-bearing debt -1 071 795
Interest paid -341 027
Net cash flow from financing activities 99 986 617
Net change in cash and cash equivalents 43 594 286
Cash and cash equivalents at beginning of period 3 960
Cash and cash equivalents acquired at beginning of period 2 642 273
Cash and cash equivalents at end of period 46 240 519

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