Integrated Wind Solutions ASA

Share Issue/Capital Change • Mar 18, 2021

Integrated Wind Solutions AS - Contemplated private placement and listing on Euronext Growth Oslo

Integrated Wind Solutions AS - Contemplated private placement and listing on Euronext Growth Oslo

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.

Integrated Wind Solutions AS - Contemplated private placement and listing on Euronext Growth Oslo

Oslo, 18 March 2021: Integrated Wind Solutions AS (“IWS” or the “Company”) has engaged ABG Sundal Collier ASA as Global Coordinator and Joint Bookrunner (the “Global Coordinator”) and Clarksons Platou Securities AS and Fearnley Securities AS as Joint Bookrunners (together with the Global Coordinator, the “Managers”) to advise on and effect a contemplated private placement of new shares in the Company (the “Offering”) in connection with a listing on Euronext Growth Oslo (the “Listing”).

Integrated Wind Solutions is a newly established offshore wind service company currently wholly owned by the Awilhelmsen Group. The Company aims to be a leading offshore wind service player by integrating service operation vessels with engineering and manpower services in the windfarm’s construction and operations phase. The Company, through its subsidiaries, has entered into two newbuild construction contracts with a leading and reputable Chinese Shipyard, China Merchants Industry Holdings Co., Ltd. for the construction of two UT5519DE Design Wind Farm Support Vessels with delivery in 2023, in addition to options to acquire a further four such vessels.

The main function of the vessels is to ensure safe and reliant walk-to-work operations for technicians and services personnel with focus on minimizing disturbance of power production. Historically the staff has been transported to the offshore wind farms using helicopters and by a combination of Crew Transfer Vessels and moored floating hotels, both of which are expensive and offer limited support in operations. With more farms being build farther off the shoreline, the requirements for larger and more stable vessels with offshore accommodation, such as Service Operation Vessels (“SOVs”) and Commissioning Service Operations Vessels (“CSOVs”), have become prevalent. Both SOVs and CSOVs are purpose built for efficient handling of the operations and maintenance phase of the offshore wind farms and amid the increasing number of planned offshore wind turbines, with increasing complexity and distance from shore, there is expected to be strong demand for CSOVs and SOVs to assist in the commissioning and operations and maintenance phase.

The Offering in brief:

The price per share in the Offering has been set to NOK 40.00 (the “Offer Price”).

The Offering will consist of an offer of 17,500,000 new shares (the “New Shares”) to raise gross proceeds of up to NOK 700 million (including NOK 200 million in cash already contributed by Awilco AS (as described below)).There will also be an over-allotment option of up to 1,250,000 additional new shares, equivalent to NOK 50 million (the "Additional Shares" and, together with the New Shares, the "Offer Shares"). The total size of the Offering (i.e. including the Additional Shares), is, as such, up to NOK 750 million. The post money equity value of the Company is expected to be NOK 750 million (assuming full exercise of the over-allotment option), i.e. the pre money valuation of the Company has been set to zero in the Offering.

The net proceeds from the Offering will be used to finance instalments for the Company’s vessels and for potential acquisition opportunities, as well as for general corporate purposes.

Awilco AS has subscribed for, and been allocated, NOK 200 million in the Offering. In addition, QVT has subscribed for NOK 50 million in the Offering. QVT will furthermore be proposed to be represented at the Company’s Board of Directors following the Listing. Lars-Henrik Røren, the Company’s CEO1, and Christopher Andersen Heidenreich, the Company’s COO, has, in addition, subscribed for, and will be allocated, 62.500 shares and 25,000 shares respectively.

Furthermore, six cornerstone investors, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated shares in the Offering for NOK 260 million as follows: (i) Eika Kapitalforvaltning (NOK 60 million); (ii) Nordea Asset Management on behalf of managed funds (NOK 60 million); iii) Sundt AS (NOK 50 million); iv) Danske Invest (NOK 35 million); v) Sissener AS (NOK 30 million) and vi) Arctic Asset Management (NOK 25 million).

The Company is expected to grant ABG Sundal Collier ASA, as stabilisation manager, acting on behalf of the Managers, an option to subscribe for and have issued at the Offer Price a number of new shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made. Such option must be exercised by the Managers no later than the 30th day following commencement of trading on Euronext Growth Oslo.

The Company, Awilco AS and members of the Company's Board of Directors and management will enter into customary lock-up arrangements with the Global Coordinator that will restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares, as applicable, for a period of 12 months for the Company and the members of the Company's Board of Directors and management, and 6 months for Awilco AS, after the commencement of trading in the shares on Euronext Growth Oslo without the prior written consent of the Global Coordinator.

The Offering will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

Timeline and offer period:

The bookbuilding period for the Offering will commence today, 18 March 2021 at 09:00 CET and close on 19 March 2021 at 14:00 CET. The Global Coordinator and the Company may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

Conditions of the Offering

IWS has applied for, and will, subject to successful completion of the Offering and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be on or about 25 March 2021.

The Completion of the Offering is conditional upon i) necessary corporate resolutions by the Company's board of directors required to consummate the Offering and allocate the Offer Shares, including final approval by the Board of the Offering and the resolution by an extraordinary general meeting of the Company which will be held immediately after closing of the Application Period ii) Oslo Stock Exchange having approved the Listing (subject to completion of the Offering) and iii) the Offer Shares having been validly issued, fully paid and delivered in the VPS. The Company may, in its sole discretion, in consultation with the Global Coordinator, cancel the Offering, at any time and for any reason prior to the satisfaction of these conditions without any compensation to the applicants.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Offering. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Offering is cancelled, irrespective of the reason for such cancellation.

Advisors:

ABG Sundal Collier ASA is acting as Global Coordinator and Joint Bookrunner in connection with the Offering and Listing. Clarksons Platou Securities AS and Fearnley Securities AS are acting as Joint Bookrunners in the Offering.

Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Managers.

For more information, please contact:

Lars-Henrik Røren, CEO1 Integrated Wind Solutions

+47 98 22 85 06

lhr@integratedwind.com

Formally CEO from 1 April 2021

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.