Argeo AS

Share Issue/Capital Change • Feb 12, 2025

Argeo ASA: Key Information related to the Subsequent Offering

Argeo ASA: Key Information related to the Subsequent Offering

Asker, 12 February 2025. Reference is made to the stock exchange release from Argeo ASA ("Argeo" or the "Company") (Euronext Oslo Børs: ARGEO) published on 12 February 2025 announcing the completion of a private placement of new shares in the Company, raising gross proceeds of NOK 150 million (the "Private Placement").

The board of directors (the "Board") has today resolved that it intends to conduct a subsequent offering (the "Subsequent Offering") with gross proceeds of up to NOK 96 million by issuing up to 12,000,000 new shares.

Please find key information relating to the Subsequent Offering below:

• Date on which the terms and conditions of the Subsequent Offering were announced: 12 February 2025

• Last day including right: 12 February 2025

• Ex-date: 13 February 2025

• Record date: 14 February 2025

• Date of approval: Board approval on 12 February 2025, subject to EGM approval expected on 6 March 2025 (conditions for completion of the Subsequent Offering are set out below)

• Maximum number of new shares: 12,000,000

• Subscription price: NOK 8 per share

Other important information concerning the Subsequent Offering:

To mitigate the dilution of existing shareholders not participating in the Private Placement, the Board has resolved it intends to undertake a subsequent offering (the "Subsequent Offering") of up to 12,000,000 new shares directed towards existing shareholders in the Company as of 12 February 2025 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders will receive non-transferrable subscription rights in the Subsequent Offering. Over-subscription will be permitted for Eligible Shareholders. Subscription without subscription rights will not be permitted in the Subsequent Offering.

The Subsequent Offering is subject to (i) completion of the Private Placement, (ii) the Board resolving to issue shares in the Subsequent Offering pursuant to an authorisation to be granted by the EGM, (iii) the publication of an offering and listing prospectus pertaining to the Subsequent Offering and (iv) the prevailing market price of the Company's shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade at or below the subscription price (i.e. the Offer Price) in the Subsequent Offering at volumes equal to or above the number of shares in the Subsequent Offering.

Advisors:

Pareto Securities AS and SpareBank 1 Markets AS are acting as joint global coordinators and joint bookrunners.

AGP Advokater AS is acting as legal counsel to the Company.

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This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Oslo Børs..

For more information, please contact:

Trond Figenschou Crantz, CEO

Email: trond.crantz@argeo.no

Phone: +47 976 37 273

About Argeo

Argeo is an Offshore Service company with a mission to transform the ocean surveying and inspection industry by utilising autonomous surface and underwater robotics solutions. Equipped with unique sensors and advanced digital imaging technology, the Autonomous Underwater Vehicles (AUV’s) will significantly increase efficiency and imaging quality in addition to contributing to significant reduction in CO2 emissions from operations for the global industry in which the Company operates. The Company’s highly accurate digital models and digital twin solutions are based on geophysical, hydrographic, and geological methods from shallow waters to the deepest oceans for the market segments Oil & Gas, Renewables, Marine Minerals and Offshore Installations. Argeo was established in 2017 and has offices in Asker (Oslo), Tromsø, Stockholm, Houston, and Singapore. Since its incorporation, Argeo has carried out complex projects for some of Norway’s largest companies in the field.

The company is listed on Euronext Oslo Børs (main regulated marketplace on the Oslo Stock Exchange) under the ticker: ARGEO.

Please visit www.argeo.no for more information.

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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Manager nor any of its 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 Manager 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.