Fjord Defence Group ASA

Investor Presentation • Oct 10, 2019

Company presentation

Axxis Geo Solutions

October 2019

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 any transaction/a transaction. The presentation is strictly confidential and may bot not be reproduced or redistributed, in whole or in part, to any other person.

This presentation has not been reviewed or approved by any regulatory authority or stock exchange. The (re)distribution of this presentation and/or any prospectus or other documentation into jurisdictions other than Norway may be restricted by law. This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such restrictions.

The contents of this presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice.

Any investment in the Company involves inherent risks and is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of the investment. Investors should carefully review the summary of risk factors set out in the following slides before making any investment decision.

The presentation and any purported liability in connection with it is subject to Norwegian law and is subject to the exclusive jurisdiction of the Norwegian courts.

AGS | Creating a leading Ocean Bottom Node seismic company with novel business and operating model

Business strategy and operations

• AGS is an OBN seismic company with a novel business and operating model
• Asset light setup primarily based on chartering of vessels and nodes, specialising in flexible and hands-on project management and executions
• Currently operates five high-quality vessels, of which four vessels are chartered¹
• Proprietary technology-agnostic node handling system produced by Evotec
• Successfully completed 1,215 km² FF OBN project for ONGC over the Mumbai High area
  • EBITDA project margin ~20%
• Completed the largest OBN survey conducted in the North Sea prefunded by Aker BP and attracting co-investment from TGS
  • Survey extended in 2019 to cover new block awards
• 28 months LOI with large international player signed on 23 September
• Recognised Q2 revenue and EBIT of USD ~42m and USD 15m respectively

USD 70m Completed OBN projects over the Mumbai High area – USD 70m project

~1,600 km² OBN multi-client Working on the largest OBN survey conducted in the North Sea

Contract and backlog

Excellent position with novel approach in a growing USD >1bn Ocean Bottom Seismic market

Contract award on the back of a successfully proven delivery concept: New 28 vessel months LoI awarded following two major survey executed with excellent results in 2018/19

Solid management team: Track record of developing successful growth companies in the seismic industry

Strong customer value proposition: Fit-for-purpose seismic surveys designed in collaboration with clients, ensuring higher quality at lower cost

4

2

3

Asset light business model: Flexible cost base linked to utilisation, enabled by proprietary node handling system fit for any node and any vessel

1

5 Strong market fundamentals: Excellently positioned in the rapidly growing USD >1bn Ocean Bottom Seismic market with unique opportunity to achieve #1 market position over the next few years

Contract award on the back of a successfully proven concept 28 vessel months LoI awarded with large international player

AGS secures well funded additional work in collaboration with large international player

• On 23 September AGS announced a Letter of Intent (LOI) with a large international seismic player for the establishment of a long-term OBN multi-client partnership
• Upon formalization of the partnership, AGS expect to commence a large OBN Multi-Client survey in Q4-2019
• The planned multi-client survey has an estimated scope of 28 vessel months, utilizing two source vessels and two receiver vessels. The project is well pre-funded
• The LOI confirms AGS' ability to continue to be awarded non North Sea season work by utilising it's unique asset-light operational model coupled with best in class operational excellence demonstrated in recent campaigns by its dedicated crew personnel
• AGS is currently scheduling for mobilization following completion of the survey for Aker BP in the North Sea

Successfully proven model – India USD 70m ONGC project completed on schedule in India

Contract won in cooperation with SAExploration (SAE)

• Consortium comprising 70% AGS and 30% SAE SAE fronting bid due to existing strong relations with the client ONGC¹
• AGS awarded USD ~70m of contract value on 28 August 2018²
• AGS responsible for the entire offshore acquisition operation, and SAE provides onshore data processing support, contract holding and client interface
• The survey comprises the first part of a larger 3 years acquisition program over the Mumbai High area – successful performance key for further contracts by ONGC
• Contracts for possible expansions expected to be awarded by October/November 2019

1

2) Total contract value of USD ~100m – AGS with 70% share

Successfully proven model – North Sea Executed major North Sea multi-client survey in '18/19

Seismic acquisition on Utsira in the North Sea

• New pre-funding model for multi-client survey for mature production areas and new nearby exploration plays
• Untendered, negotiated contract with high quality focus solid prefunding received
• Largest ever North Sea OBN survey, at ~1,500 km²originally
  • Survey extended in 2019 to cover new block awards
• During 2019, 5 vessel operation over existing acquisition; 2 node handling vessels + 3 source vessels
• Very high production during 2019 season overachieving estimates
• High-end data processing with DUG in London
• Significant interest in expanding or broaden survey with additional surveys in 2019 – 2021 potentially increasing capacity to 5,000 km² per season starting by using 2 crews from 2020 season on

Successfully proven model – North Sea TGS collaboration validating our North Sea approach

• Strategic collaboration between AGS and TGS for multi-client ("MC") OBN projects in the core part of the central North Sea
• Working as equal partners to develop new opportunities
• TGS co-investment in AGS' Utsira project for Aker BP validates AGS' assessment of the survey – 50/50 revenue recognition

AGS benefits

• Providing and co-owning data from largest multi-client OBN program in the North Sea
• Building backlog of multi-client projects
• Building library with future 4D opportunities
• Balancing financial and business risk
• Accessing TGS' capabilities in geology & geophysics, data processing, and marketing/late sale

E&P companies have for a long time recognised that OBN can deliver a significant uplift in data quality. Technology development and operational efficiencies are bringing costs down to a level where large-scale exploration node surveys are becoming an attractive option to support exploration and drilling decisions. This is TGS' second OBN announcement related to 2019 investments and we are excited by the momentum that we see in this market " "

Successfully proven model – North Sea and India Already proven metrics superior to all competitors

Key takeaways

• Triple-source acquisition gives 50% efficiency gain compared to dual source

• 20% organic productivity increase compared to 2018

  • − Improved receiver and source efficiency
  • − Improved vessel efficiency
  • − Handling system refinements and improvements over the past 12 months
  • − Current nodal fleet more suited to task than in 2018

9 1) 12km² for the ONGC project – equivalent to 18km² in the North Sea. North Sea production corresponds to 1.5x ONGC production

Successfully proven model – Best in class operational efficiency AGS perform OBS surveys more efficiently than peers

AGS is laying and picking nodes 2-3x faster than competitors

Successfully proven model – Q2 figures and growth opportunities Record Q2 and attractive opportunities in a growing market

Strong track record combined with long-term partnerships make AGS well positioned

• Following full operation and excellent efficiency, AGS successfully completed the OBN project for ONGC in Q2-19
• During the quarter, AGS achieved record operational results, outperforming competitors
• Achieved >700 km² Full Fold during Q2, equivalent to >350 km² / crew month in the North Sea

• Proven best in class metrics and close dialog with several major oil companies making AGS well positioned in the current OBN market
• No customer or regional dependence enabling growth where AGS sees best fit in terms of operation and profitability
• In addition to several proprietary tenders, AGS is seeing the possibility to gain a first mover advantage in the multi-client OBN market
• With its asset light model, core competence and proprietary technology, AGS has the necessary competitive edge to pursue exiting market opportunities

Solid management team Management team with proven value creation

Management with more than USD 1bn in project revenues through more than 100 executed surveys

Experience from establishing, developing and leading successful seismic ventures

Management

2

Lee Parker – CEO and co-founder

30 years of various leadership positions as an oilfield services executive. Co-founder of Axxis Geo Solutions and current president

Svein Knudsen – CFO

11 years experience as CFO with EMGS and senior roles in the finance and treasury functions at PGS, as well as two years with Nordea Bank

Selected experience

Rick Dunlop – EVP Operations and cofounder

35 years of broad global experience in the geophysical services industry in roles from Project Manager to Senior Vice President in a US company

Selected experience

Board of Directors

Rolf Ronningen Selected experience – Chairman

35 years of seismic industry experience and has held senior positions at GECO, PGS, Eastern Echo Ltd and Polarcus

Selected experience Jogeir Romestrand – Board member and co-founder of Axxis Geo Solutions

30 years in the oil service business, holding various senior positions which include several directorships

15 years of international board and management experience, currently CEO in Arne Blystad AS

Nina Skage

Managing Director at Norwegian School of Economics and business administration (NHH) and several board positions, including Havila Shipping

20 years' experience as a lawyer and is currently Head of Legal

Founder and CEO of House of Math and held various

30 years of international board and management experience with Havila Shipping ASA and ODIM ASA

in Topaz Energy and Marine Limited

board positions in academia

Selected experience Eirin Inderberg

Selected experience Vibeke Fængsrud

Manager >34 years experience in the oil exploration industry worldwide across a varied range of exploration

methods

Selected experience Fredrik Platou

Selected experience

Strong customer value proposition Delivering seismic data matching customers' true demand

Supporting customers as a one-stop-shop partner

Optimised survey design	Flexible configuration	Quality seismic data
Speaking partner: feasibility studies, survey design, spread configuration etc.	Complete flexibility on field acquisition: vessels, nodes, design, timing	Delivering tailor-made (processed) seismic data

Enabled by a strong organisation

• Target: Delivering fit-for-purpose seismic solutions, in close collaboration with clients

• Experienced people with extensive industry network, technical knowhow and engaged sales culture

• Pool of industry experts available to complement in-house expertise based around asset light model – insourcing of competence which clients feel comfortable with

Asset light business model Flexible cost base linked to utilisation

Expenses linked to utilisation – no cash burn on sunk invested capital

Vessels Flexible vessel capacity – combination of one owned vessel and multiple shortterm leases Node agnostic handling system, no capex and R&D for own equipment – nodes currently leased from Geospace Seismic crew mainly on voyage contracts – Havila, Remøy Shipping and Sanco provide marine services Nodes Crew Leasing overview – flexible setup and cost base easily adjustable in-line with market activity Abundant access to vessels – any vessel, including PSVs, can carry AGS' proprietary node handling system Nodes to be leased from any supplier A simplified, low cost method for node deployment requiring limited Setup links the cost base to utilisation and activity Proven ability to rapidly adjust

• Avoiding pitfalls of seasonal utilisation discrepancies in conventional marine acquisition
• investments
• capacity, demonstrated by ramp-up of 150 crew members in a few weeks for the ONGC operation in India

Asset light business model Project organisation with proven ability for rapid ramp-up

Traditional seismic players – asset heavy

Cost Time Project period Project period SGA Vessel and node cost Crew OPEX High cash burn in downturns

• "Exporting" land-based acquisition project culture to the marine market - ensuring quick ramp-up, high utilisation and cost flexibility
• Operating model proven at Aker BP operation; ~80 people added to base crew of 40 in a matter of weeks
• Project organisation procuring commodity vessel and crewing services from external suppliers

Asset light business model High operational flexibility with minimal capex requirements

Technology-agnostic system for attaching nodes on a rope

• Configured to hold the rope still while nodes are attached
• Solid and reliable operation
• Simple and low cost system which cost only USD ~2m to produce
• Nodes can be deployed in speeds up to 6 knots

Easy to fit on vessels – low upfront capex requirements

• Node agnostic handling system allows for flexibility in system choice
  • ‒ De-risks project scheduling issues
  • ‒ Allows adoption of emerging technologies quickly
• Handling system can be attached to any vessel, including PSVs
  • ‒ Requires minimal additional modifications on vessels

4

The Ocean Bottom Seismic (OBS) market Large opportunities for brownfield projects in shallow and midwater areas

Targeting shallow and midwater areas – constituting 60-70% of the OBS market

AGS will predominantly target brownfield projects

• Less cyclical than greenfield, with more diversified customer
• Part of production budgets rather than exploration budgets
• Strong client demand operators realise high RoI on OBS

Attractive position First mover advantage in the emerging multi-client market

• First mover advantage in OBS multi-client market
  • ‒ Limited OBS multi-client data available
• Attractive channels for sourcing both contract and multi-client work:
  • ‒ Public tenders
  • ‒ Bilateral discussions with E&P companies, where AGS proposes survey designs for relevant assets

Attractive position Strong tendering activity and project pipeline for 2019/2020

• Current tendering activity for 2019 demonstrates the attractive market growth prospects
• AGS in exclusive negotiations for 2 projects, of which one in North Sea and one in West Africa
• Several high-value tenders similar to the AkerBP contract
• Majority of tenders requires 4,000-8,000 nodes and a 2-4 vessel configuration
• Several contracts for H2-19 and 2020 to be awarded in the coming months
• Attractive regional diversification allowing for work outside North Sea during winter months
• Highly diversified group of customers
• In June 2019, AGS signed a Global Master Service Agreement with a Major International Oil Company
  • − Received first contract for services in the North Sea. The company expects to execute on the work program during 2020 North Sea seasons

Appendix

Intro to OBS Overview of streamer seismic surveys vs. OBS

• P-waves (pressure waves) are reflected from the ocean bottom and recorded
• Conventional seismic where the receivers are towed behind a boat

Ocean bottom seismic

• Sensors/geophones are stationary on the seabed (cable or nodes)
• Both P-waves (pressure waves) and S-waves (shear waves) are recorded

Traditional streamer seismic Advantages with ocean bottom seismic

• Much better picture of the underground (partly because receivers on the ocean floor are able to register a sound wave that does not travel through water, the so called S-wave, as opposed to only Pwaves, which travel through water
• increases reservoir understanding and The additional data from S-waves provides superior imaging quality and higher resolution data
• IRRs in brownfield Quiet recording environment and avoids having the weather contaminate the seismic data
  • Stationary sensors: Avoids the noise generated from conventional towing and receiver motion correction
  • Full azimuth due to the possibility of having sources and receivers completely detached from each other
  • Possible to collect data close to existing infrastructure

Intro to OBS Overview of contract vs. multi-client seismic

• Contract work where relevant E&P companies enter into direct and sole agreements with the seismic company – opportunity for the E&P company to customize survey design
• Acquired seismic data belongs to the client
• One time sale of the acquired data with pricing above acquisition cost in order to create profit for the seismic company – lower project risk

Contract projects – seismic data belongs to the client Multi-client projects – seismic data belongs to the seismic player

• Multi-client projects are surveys that are done without a specific contract with a client but rather undertaken by the seismic survey companies on a speculative basis
• Acquired seismic data belongs to the seismic company (called multi-client library on the balance sheet)
• Sale of acquired data multiple times with price per sale (usually) below acquisition cost – higher project risk as one must sell the library several times in order to generate profit

Shareholder overview

Shareholders of AGS

No	Investor	Share (%)	# of shares	Country
1	Songa Investments As	15.95%	3,399,283	NOR
2	Havila Holding As	14.81%	3,156,041	NOR
3	Rome As	11.49%	2,449,257	NOR
4	Bruheim Bjarte Henry	11.13%	2,371,657	NOR
5	W2 Seismic As	8.29%	1,765,561	NOR
6	Trh As	4.07%	866,839	NOR
7	J.P. Morgan Securities Llc	3.30%	703,618	USA
8	Johs. Hansen Rederi As	3.11%	663,012	NOR
9	Ronja Capital As	3.02%	644,000	NOR
10	Remco As	2.54%	540,854	NOR
11	Alcides Shipping As	2.12%	450,712	NOR
12	Ajea Invest As	2.08%	444,000	NOR
13	Kjølås Stansekniver As	1.88%	400,000	NOR
14	Stette Invest As	1.88%	400,000	NOR
15	Abg Sundal Collier Asa Meglerkonto U	1.35%	288,455	NOR
16	Bjørnulf A/S	1.22%	260,862	NOR
17	Krefting As	0.85%	180,885	NOR
18	Urbanium Gruppen As	0.85%	180,285	NOR
19	Grant Invest As	0.56%	120,190	NOR
20	Canomaro Shipping As	0.49%	104,627	NOR
	Total top 20 shareholders	90.99%	19,390,138
	Other	9.01%	1,919,799
	Total	100.00%	21,309,937

Comments

• In the merger with Songa Bulk ASA, the shareholders of AGS received in total 1,029,636,885 of consideration shares, with 1.4 consideration shares per one (1) share of AGS
• Former shareholders of Axxis Geo Solutions constituted 96.6% of the combined entity after completion of the merger

At the annual general meeting held on 16 May 2019, AGS resolved to carry out a 1:50 reverse share split.

– Following the reversed share split, the number of outstanding shares was reduced to 21,309,937 (including the Consideration Shares)

Solid management team Extensive international experience

Strong customer value proposition In-house core capabilities + high quality partners

In house 3 rd party Legend

	In-house core capabilities + cooperation with renowned partners ensures sustained value creation
Deal origination	Survey design and feasibility study	Field acquisition		Processing
		Field acquisition competence
		Nodes:	Partners	Partners
		Marine & Crew:	Partners
		Vessels:	Partners
Deal origination and sales managed by experienced AGS team	In-house competence supported by third parties depending on project demand	+ Asset management partners	Core in-house field acquisition competence	Multiple third party suppliers Strategic collaboration with TGS

Asset light business model providing scalability and flexibility

AGS organisation	Marine partners	Node leasing	Seismic data processing
Lean organisation, low overhead and limited fixed asset – offshore to onshore ratio of 15:11		+ Others

25 1) Implying that most of AGS' employees are working offshore. As the majority is in voyage contracts, salary expenses are also linked to utilisation

Asset light business model Flexible fleet adapted to a wide range of vessel configurations

Asset light business model Secure supply of nodes upon demand

9,000 nodes secured on "perpetual" lease…

• AGS leases 9,000 OBX nodes and associated ship based equipment from Geospace which had a minimum commitment of 6 months (terms agreed in 2018)
• As AGS is now past the 6 months minimum commitment period, AGS can either keep the nodes at its discretion or return the nodes at any point in time
• The lease agreement is based on attractive terms following on usage/non usage

…and excess nodes available upon demand

• Access to first set of additional nodes with a 3 months lead time from order, followed by 500 nodes per week¹ to build additional nodes if not in inventory
• Minimum contract period of only 6 months
• As AGS is node agnostic, the company sees nodes as a commodity and does not expect to experience any shortage of access in the medium/long term

• Once deployed, the nodes can collect seismic data continuously for up to 45 days
• During AGS' operation in the North Sea and India, the nodes achieved < 1% data failure

>2,000 km²

of nodes on the seafloor during the India ONGC project

27 Source: Geospace website 1) Implying that the first 500 nodes in an order of i.e 5,000 will be delivered within 3 months and the remaining 4,500 nodes will be available within the following 9 weeks

The Ocean Bottom Seismic (OBS) market Ongoing technology shift substantially boosting OBS

Strong market forces driving sustainable growth outlook for the OBS market

Strong customer value proposition OBS - the next generation seismic

Superior imaging quality with up to 50x more data per km²compared to traditional towed streamer 3D seismic¹

Financial information – income statement and balance sheet

Consolidated income statement (USDm)					Consolidated balance sheet (USDm)
P&L (segment reporting)	YE-18	Q1-19	Q2-19	YTD Q2-19
Multi-client	15.4	0.0	0.0	0.0
Contract	6.6	26.6	42.2	68.7
Gross Revenue	22.0	26.6	42.2	68.7
Vessel cost	-28.8	-12.1	-15.3	-27.4
Crew & project management	-9.6	-4.7	-6.4	-11.1
Seismic, source and node equipment	-17.6	-5.9	-7.2	-13.1
Other operating expenses	-8.7	-3.7	-1.9	-5.6
Mobilization (net)	3.4	-2.1	-1.4	-3.4
Multi-client capitalization	26.7	3.2	9.6	12.7
Joint operation share of costs	28.4	0.0	0.0	0.0
Total cost of sales	-6.2	-25.4	-22.6	-47.9
Personnel and other expenses	-5.2	-1.1	-3.1	-4.1
EBITDA	10.5	0.1	16.5	16.6
EBITDA-margin	47.9%	0.5%	39.1%	24.2%
Depreciation & Amortization	-12.8	-1.1	-1.2	-2.4
EBIT	-2.3	-1.0	15.3	14.3
EBIT -margin	-10.3%	-3.8%	36.2%	20.7%
Financial items	-1.6	-0.3	-1.6	-1.9
Profit (loss) before tax	-3.9	-1.3	13.7	12.4
Taxes	0.3	0.0	-2.9	-2.9
Profit (loss) for the period	-3.6	-1.3	10.8	9.5

Assets	31.12.2018	30.06.2019
Goodwill	2.0	1.9
Multi-client library	26.7	38.3
Deferred tax asset	4.9	1.9
Property, plant and equipment	17.1	17.6
Other non-current assets	0.1	0.0
Total non-current assets	50.7	59.6
Inventories	2.1	2.9
Trade receivables	4.2	28.9
Other current assets	6.9	14.0
Bank deposits, cash in hand	8.2	0.6
Total current assets	21.4	46.4
Total assets	72.1	106.0
Equity and Liabilities	31.12.2018	30.06.2019
Share capital and other paid in capital	12.2	23.1
Other reserves	-8.6	1.5
Total equity	3.6	24.6
Interest bearing debt	-	0.2
Total non current liabilities	-	0.2
Borrowings current	3.7	3.1
Trade payables	22.2	25.1
Contract liabilities	19.1	18.3
Other current liabilities	23.5	34.7
Total current liabilities	68.5	81.1
Total liabilities	68.5	81.4

Current legal structure for AGS

Asset light business model Capable fleet of vessels chartered on attractive terms

US Office

14511 Old Katy Road Suite 150 Houston, TX 77079 United States

+1 281 810 2550

Norway Office Brendehaugen 20 6095 Ulsteinvik Norway

Norway Office Strandveien 50 1366 Lysaker

Norway

Indonesia Office

Beltway Office Park Tower B, Floor 5 Suite 562, Jl TB Simatupang No 41, Kel Pasar Minggu , Kec. Ragunan South Jakarta

+62 21 2985 7440