Fjord Defence Group ASA

Investor Presentation • Apr 7, 2021

Axxis Geo Solutions

Reconstruction Presentation

April 2021

1

Disclaimer

The information in this presentation has been prepared by Axxis Geo Solutions AS ("AGS" or the "Company"). By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations and provisions:

This presentation has been prepared by the Company based on information available as of the date hereof. By relying on this presentation you accept the risk that the presentation does not cover all matters relevant of an assessment of an investment in the company.

No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company, any advisor or any such persons' officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this presentation. The information herein is subject to change, completion, supplements or amendments without notice.

The presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof, and may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. It should be understood that subsequent developments may affect the information contained in this document, which neither the Company nor its advisors are under an obligation to update, revise or affirm.

This complete presentation is for informational purposes only and does not constitute an offer to sell shares in of the Company. This presentation is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this presentation should be interpreted as a term or condition of the Transaction. The presentation is strictly confidential and may bot not be reproduced or redistributed, in whole or in part, to any other person.

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Table of contents | Executive Summary

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Introduction and reconstruction overview

Company description

Market overview and outlook

Summary

The restructuring plan

Situation overview and Proposed restructuring plan

• On 17 February 2021, the District Court of Asker and Bærum approved an application for reconstruction from Axxis Geo Solutions ASA, in accordance with section 2 (1) of the Restructuring Act.
• The purpose of the reconstruction is to restructure AGS' balance sheet and create a basis for continued operations. In addition, it is AGS' intention to find the best possible solution for the Company's creditors, maximizing their possible recovery.
• Unsecured creditors are offered the following in the reconstruction:
  • o 10% cash recovery of outstanding claim
    • or
  • o Convert all or part of claim to shares at a subscription price of 0.5 NOK/share. Minimum subscription amount per creditor is NOK 100 000.
• The reconstruction will be financed through a pre-committed equity issue of USD 17-20 million, at a subscription price of 0.1 NOK/share. The commitment for the equity injection has been made with certain preconditions which the Company is working to resolve.
• Relative subscription price between new equity and debt conversion implies 20% recovery for creditors converting debt to equity.
• The reconstruction only involves the parent company Axxis Geo Solutions ASA. Voluntary debt settlement process in group companies ongoing in parallel.

Next steps

• Deadline for voting in the reconstruction 27 April 2021.
• A proposal for reconstruction by forced debt settlement is decided when claims representing minimum half of the total amount with voting rights have voted for the proposal, cf. the Reconstruction Act § 42.
• The share issue for the new equity will be decided upon at an extraordinary general assembly of the Company held 28 April 2021. The share issue for the conversion of debt to shares is expected to be decided upon by a separate extraordinary general assembly of the Company held in May 2021. The shares are expected to be registered in the respective VPS accounts no later than 30 June 2021. There might be a delay before the shares are listed.
• Settlement to creditors will be paid out within fourteen (14) working days after the court confirmation of the reconstruction plan by forced debt settlement, cf. the Reconstruction Act § 52, is enforceable, tentatively during June/July 2021.

Transaction sources and uses

	Sources and uses			Comments
	Sources (USDm)
1	New Equity	17.0 - 20.0
	Total Sources	17.0 - 20.0
			2
	Uses (USDm)
2 3	Payment to creditors	10.0 – 7.0	3
	General corporate purposes (remaining amount)	7.0 – 13.0
	Total uses	17.0 – 20.0

The total source of funds in the transaction is to stem from a USD 17-20m equity issue in the Group. ¹

Approximately USD 7-10m of the sources will be paid to all Group creditors as a one-time settlement. The actual cash payment amount to creditors will in part depend on creditors' election between cash recovery or conversion to equity. The cash settlement includes payments to secured creditors as well as payments to creditors in subsidiary companies.

Remaining amount, approximately USD 7-13m will be allocated as general corporate purposes to the Group to create a sound basis for continuing the current activity level and to support future growth.

Balance sheet implications

Group pro forma labilitets (MUSD) Observations

• The planned restructuring is estimated to reduce outstanding liabilities by approximately USD 50 million.
• In addition, Axxis is considering a sale of the vessel MS Neptune Naiad, thereby further reducing secured interest bearing debt (USD 1.2 million as of 31 December 2020).
• Liabilities post restructuring include tax obligations and secured debt positions in Group companies which are not undergoing court administrated financial restructuring.

Pro forma shareholder structure

	~10% of claims converted				~20% of claims converted
Shares outstanding (in millions)	USD 17m issue		USD 20m issue		USD 17m issue		USD 20m issue
Existing shares	58,8	3,7%	58,8	3,2%	58,8	3,5%	58,8	3,0%
Debt converted to equity	90,0	5,6%	90,0	4,9%	180,0	10,7%	180,0	9,3%
Equity issuance (USD 17-20m)	1 445,0	90,7%	1 700,0	92,0%	1 445,0	85,8%	1 700,0	87,7%
Total pro forma shares	1 593,8	100,0%	1 848,8	100,0%	1 683,8	100,0%	1 938,8	100,0%

Table of contents | Executive Summary

I

II

III

IV

Introduction and reconstruction overview

Company description

Market overview and outlook

Summary

AGS: A leading ocean bottom node company

Managing seismic cycles

Flexible cost structure to address market cycles

Successfully proven model

Already proven metrics superior to competitors

AGS focus on continuously improvements on NOAR deployment and retrieval leading to faster delivery and lower km²cost

1) Performance Industry data derived through public domain AIS tracking, includes NOAR and OBC 11

Global experience with large and complex projects

• Utsira MC OBN originally at >1,500 km2
  • Survey extended in 2019 to cover new block awards
• During 2019, 5 vessel operation over existing acquisition; 2 node handling vessels + 3 source vessels
• Utsira data processing completed in September 2020, joint sales and marketing efforts with TGS
• Breidablikk and Frigg 4D OBN contracts for Equinor completed in summer 2020

• Successfully completed 1,215 km² FF OBN project for ONGC over the Mumbai High area
• AGS responsible for the entire offshore acquisition operation, with SAE providing onshore data processing support, contract holding and client interface
• Tender for a similar size contract in 2021-22 has been issued

• OBN project for WesternGeco in Egypt, Gulf of Suez – contract extension signed for an additional 7 vessel months mid-March 2020
• Active tender for project extension
• Excellent safety and acquisition performance on a highly complex project during the COVID-19 pandemic
• Substantial late sale potential where AGS receives 60% of late sales 1)

Multi-client approach

Focused efforts in prolific basis world-wide

• Strategic efforts in key areas suited for multi-client and infrastructure-led exploration (ILX)
• Established cooperation with large MC companies (project generation, funding, sales, cost/revenue sharing)
• Recurring revenue from «ultimate» seismic data with very high quality and value
• Project driven, opportunistic approaches in combination with contact work gives improved visibility and "degrees of freedom" in planning

Utsira multi-client project

Largest OBN multi-client survey in the Norwegian North Sea

Near-term opportunities are driven by several existing discoveries

Project description

• Superior imaging, high resolution OBN multiclient seismic survey in the North Sea, covering appx. 1,600 sqkm in the mature Utsira high area, acquired in 2018 & 2019
• Several producing fields, commercial discoveries and prospects
  • − Investments around production hubs for rapid and robust field development is considered attractive
  • − The Utsira program was fully processed in September 2020
  • − Two small data sales announced in Q4-20
• Near term opportunities are driven by existing discoveries inside the survey area, such as "Lille Prinsen", "Sigrun" and "Sigrun East"
• The OBN data is already licensed and used by the operator Equinor, which is likely to lead to further licensing agreements with their partners
• 50/50 ownership and revenue share with TGS

Gulf of Suez multi-client project

Attractive revenue opportunities from late sales

AGS receives 60% of all new late sales licensing agreements

Project description

• WesternGeco ("WG") Gulf of Suez OBN multiclient phase 2 consist of approximately 291 km² of 3D coverage
  • − AGS and WG have a multi-client late sales revenue share arrangement in this area of the program
• The objective is to image oil and gas fields complicated geological and geophysical conditions
• This part of the Gulf of Suez is considered a mature production region, but with recent discoveries such as ENI's 2019 Sidri South
• WG is handling marketing and sales activities, and AGS will receive a net revenue share of 60% in all new late sales licensing agreements up to an amount of USD 13.7 million

Table of contents | Executive Summary

I

II

III

IV

Introduction and reconstruction overview

Company description

Market overview and outlook

Summary

Oil services market observations

Selected key drivers expected to pick up over the next twelve months

▪ Further, OPEC has shown a strong discipline as of late, which contributes to a more predictable market development in the time to come, with increased demand and reduced inventories

• The market is further forecasting the world GDP to increase over the coming years, following increasing consumption and trade in the pandemic rebound
• In sum, an increase in GDP should be strongly correlated with the E&P segment

E&P capital expenditures

• Analysts expect the capex levels to increase across all key fragments of the market
• The increase is primarily driven by three different aspects, in sum yielding a profound basis for growth over the coming year
  • i. Higher oil price forecasts
  • ii. Capex updates from all oil companies
  • iii. Higher estimates from Rystad Energy
• Capex is in sum expected to uptake strongly

Fundamental drivers for the OBS market

Strong underlying fundamental drivers supportive of a sound market

Tender and pipeline overview

Improving tender activity and project pipeline for 2021-22

COVID-19 implications

Diversification opportunities

Platform for growth and diversification into emerging markets

Carbon capture & storage Utilize offshore operations skills in new areas, e.g. wind 1 2 3

• Utilize existing offshore operations and maritime competence for new applications, e.g. surveying for infrastructure planning

• Future growth driven by development of AUV technology

• Use of existing data for reservoir analytics and data acquisition for monitoring

• Likely to favour a mix of existing subsurface data and acquisition vessels

Exploration to support deep sea mining

• Potential to use existing seismic data and NOAR/ROV/AUV data acquisition to search for minerals
• Currently an early phase venture but seeing research and early commercial activity

Table of contents | Executive Summary

I

II

III

IV

Introduction and reconstruction overview

Company description

Market overview and outlook

Summary

Summary

Ongoing process to right-size balance sheet

Equity contribution of USD 17-20m secured

Delivering fit-for-purpose seismic solutions in close collaboration with clients – ensuring lower cost and higher efficiency

Asset light business model with a flexible cost base linked to utilization

Novel technology-agnostic node handling – can be fitted on any vessel of opportunity

Multi-client offering and revenue potential from existing data library

Improving market outlook

Platform for growth and potential diversification

Norway

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