Fjord Defence Group ASA

M&A Activity • Jul 2, 2019

Songa Bulk ASA: Merger completed – new name and other corporate changes, incl. reverse split, primary insider notifications and disclosure of large shareholdings

Songa Bulk ASA: Merger completed – new name and other corporate changes, incl. reverse split, primary insider notifications and disclosure of large shareholdings

Oslo, 2 July 2019: Reference is made to the stock exchange notice made by Songa Bulk ASA (the "Company") earlier today regarding expiration of the creditor notice period for the merger (the "Merger") with Axxis Geo Solutions AS ("AGS AS").

Completion of the Merger has now been registered with the Norwegian Register of Business Enterprises. As approved by the annual general meeting on 16 May 2019 (the "AGM") conditional on completion of the Merger, the following changes have also taken effect:

NEW COMPANY NAME: Axxis Geo Solutions ASA

The Company's shares will from and including 3 July 2019 be quoted on Oslo Axess with the new company name and the new ticker "AGS". The Company's new website is http://www.axxisgeo.com/. The ISIN number is unchanged.

NEW BOARD OF DIRECTORS:

Rolf Rønningen, chairman

Jogeir Romestrand, board member

Eirin Inderberg, board member

Fredrik Platou, board member

Njål Sævik, board member

Nina Skage, board member

Vibeke Fængsrud, board member

NEW EXECUTIVE MANAGEMENT:

Lee Parker, CEO

Svein Knudsen, CFO

Rick Dunlop, EVP Operations

Neville Mathers, Global Operations Manager

SHARE CAPITAL (SHARE CAPITAL INCREASE AND REVERSE SHARE SPLIT):

Share capital (new): NOK 29,712,684.8137722

Number of shares (new): 21,309,937

Par value of each share (new): NOK 1.394311246

The Company's shares will trade ex-reverse split and with new par value from and including 3 July 2019.

Reverse split ratio: 50 old shares give 1 new share

OPTIONS

The share option incentive scheme established by AGS AS for its management, key employees and directors will be continued in the Company with adjusted numbers and strike to reflect the exchange ratio in the Merger.

There are currently 49,093,956 options issued under the scheme, of which (i) 27,300,000 have a strike price of NOK 0.139214286 (the "2017 Options"), and (ii) 21,793,956 options have a strike price of NOK 0.2255 (the "2018 Options"). All 2017 Options have vested and will expire on 12 September 2023. 50% of the 2018 Options vested on the award date (27 September 2018); 25% will vest on first anniversary and last 25% will vest on second anniversary of the award date. The 2018 Options may be exercised within 5 years from the vesting date. Each option gives the right to acquire one share in the Company.

SHARES AND OPTIONS HELD BY PRIMARY INSIDERS*

• Lee Parker (CEO) holds 27,969,484 shares, equal to 2.63% of the total number of issued shares in the Company and 8,829,000 options each giving the right to one share in the Company;

• Svein Knudsen (CFO) holds 5,320,000 options each giving the right to one share in the Company;

• Rick Dunlop holds 7,211,382 shares, equal to 0.68% of the total number of issued shares in the Company and 5,320,000 options each giving the right to one share in the Company;

• Neville Mathers holds 3,500,000 options each giving the right to one share in the Company;

• Rome AS, a company owned by Jogeir Romestrand (board member), holds 122,462,837 shares, equal to 11.49% of the total number of issued shares in the Company and Jogeir Romestrand holds 6,300,000 options each giving the right to one share in the Company;

• Fredrik Platou (board member) holds 2,100,000 options each giving the right to one share in the Company;

• Njål Sævik (board member) holds 2,100,000 options each giving the right to one share in the Company; and

• Songa Investments AS and other companies related to Arne Blystad hold 177,387,164 shares, equal to 16.26% of the total number of issued shares in the Company. Songa Investments AS is represented on the board of directors of the Company by board member Fredrik Platou.

DISCLOSURE OF LARGE SHAREHOLDINGS*

In addition to the above, the following shareholders have holdings in the Company in excess of the statutory thresholds for disclosure requirements:

• Havila Holding AS holds 157,802,005 shares, equal to 14.81% of the total number of issued shares in the Company;

• Bjarte Bruheim holds 118,582,831 shares, equal to 11.13% of the total number of issued shares in the Company; and

• W2 Seismic AS holds 88,278,021 shares, equal to 8.29% of the total number of issued shares in the Company.

* number of shares not taking into account the reverse share split

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.