Fjord Defence Group ASA

Share Issue/Capital Change • May 27, 2025

Aquila Holdings ASA – Key information regarding potential subsequent repair offering

Aquila Holdings ASA – Key information regarding potential subsequent repair offering

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 27 May 2025

Reference is made to the stock exchange announcement made by Aquila Holdings ASA ("Aquila" or the "Company") earlier today regarding a successful placement and conditional allocation of 75,000,000 new shares in the Company (the "Offer Shares") at a fixed subscription price of NOK 0.80 per Offer Share (the "Offer Price"), raising gross proceeds to the Company of NOK 60 million (the "Private Placement"), and a potential subsequent repair offering (the "Subsequent Offering").

The completion of the Private Placement by issuance of the Offer Shares is subject to approval by an extraordinary general meeting of the Company, expected to be held on or about 20 June 2025 (the "EGM"), and certain other conditions as further detailed in the announcement of 27 May 2025.

The Company has resolved to carry out a Subsequent Offering, subject to (i) completion of the Private Placement (including approval by the EGM), (ii) necessary corporate approvals including the Company's board of directors (the "Board") resolving to issue shares in the Subsequent Offering based on an authorisation to be proposed granted by the EGM, (iii) approval and publication of a prospectus, and (iv) the prevailing market price of the Company's shares together with the corresponding trading volume following the Private Placement. The Board may decide that the Subsequent Offering shall not be carried out if the Company's shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.

The Subsequent Offering will be conducted at a price of NOK 0.80 (the "Subscription Price") with non-tradeable subscription rights for up to 12,500,000 new shares in Aquila towards existing shareholders in the Company as of 27 May 2025 (as registered in the VPS two trading days thereafter, the "Record Date"), who (i) were not included in the wall-crossing 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 ("Eligible Shareholders").

The subscription period for any Subsequent Offering (if applicable) is expected to commence in Q3 2025.

In accordance with the continuing obligations of companies listed on Euronext Expand, the following key information is given with respect to the Subsequent Offering:

- Date on which the terms and conditions of the repair issue were announced: 27 May 2025

- Last day including right to receive subscription rights: 27 May 2025

- Ex-date: 28 May 2025

- Record date: 30 May 2025

- Date of approval: On or about 20 June 2025 (date of EGM expected to authorise the Board to issue shares in a Subsequent Offering)

- Maximum number of new shares: Up to 12,500,000 new shares in the Company

- Subscription price: NOK 0.80

For further information, please contact:

Kristian Zahl, Interim CEO

kristian.zahl@aquilaholdings.no

+47 996 10 117

About Aquila Holdings

Aquila Holdings ASA ("AQUIL") is a Norwegian seismic multi-client and investment company listed on Euronext Expand. Aquila Holdings specializes in 3D ocean bottom node seismic multi-client data for near-field exploration. The company holds two key seismic multi-client assets, one in Norway and one in Egypt. Aquila Holdings also has an investment arm, with focus on investments in listed companies as well as companies expected to be listed. More information on www.aquilaholdings.no

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This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the Oslo Rule Book II.

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials 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 Private Placement 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 herein will be made solely to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

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 EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. “EU Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).

In the United Kingdom, this communication is only addressed to and is only directed at qualified investors who 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and 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 to 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.

This communication contains forward-looking statements concerning future events, including possible issuance of equity securities of the Company. 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 communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes 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 its control. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.

The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.

The Manager is acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Manager nor its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or 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.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.