BlueNord ASA

Capital/Financing Update • Jun 23, 2025

BlueNord ASA: Fixed Income Investor Meetings for Contemplated Subordinated Hybrid Bond and Buy-Back of BNOR15

BlueNord ASA: Fixed Income Investor Meetings for Contemplated Subordinated Hybrid Bond and Buy-Back of BNOR15

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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.

Oslo, 23 June 2025: BlueNord ASA ("BlueNord" or the "Company") has mandated

Arctic Securities AS, Clarksons Securities AS, DNB Carnegie, a part of DNB Bank

ASA, and Pareto Securities AS as Joint Bookrunners to arrange a series of fixed

income investor meetings commencing today, Monday 23 June 2025.

A new subordinated callable hybrid bond with an issue amount of USD 300 million

may follow ("Hybrid Bond"), subject to inter alia market conditions. Net

proceeds from the contemplated bond issue will be used to buy-back or otherwise

purchase/redeem the Company's existing subordinated convertible bonds with ISIN

NO 0012780867 ("BNOR15").

The Company has resolved to launch a conditional tender offer to holders of

BNOR15 to buy-back BNOR15 bonds at a price equal to 128.25% of par value plus

accrued but unpaid interest according to the 6% p.a. cash coupon for the period

from and including 27 May 2025, but excluding the settlement date for the

repurchase of BNOR15 ("Tender Offer"). The Company has received pre-acceptances

of the Tender Offer from bondholders owning more than 98% of BNOR15.

To ensure certain funds for the Tender Offer, the Company has on certain terms

and conditions secured a subordinated debt facility of up to USD 300 million and

with a 5-year tenor, should the Company elect not to go ahead with the Hybrid

Bond.

The Tender Offer period commences immediately and is expected to close at 16:00

CEST on 4 July 2025 (the "Tender Offer Period") with settlement expected to take

place on or about 18 July 2025. The Company reserves the right to close or

extend the Tender Offer Period at any time and for any reason in its sole

discretion without further notice.

BNOR15 holders wishing to sell BNOR15 bonds in the Tender Offer will need to

deliver to Clarksons Securities AS within the expiry of the Tender Offer Period

duly executed bondholder offer form ("Bondholders Offer Form"), which can be

obtained by contacting Clarksons Securities AS at +47 468 14 595 or

mark.gretton@clarksons.com. Once a duly executed Bondholders Offer Form has been

submitted, the offer is binding and irrevocable for the bondholder and may not

be withdrawn or modified or altered by the bondholder.

The Tender Offer and the issuance of bonds are subject to having obtained

required consents from the lenders in the Company's USD 1.4 billion reserve

based lending facility facility.

Clarksons Securities AS is acting as manager in connection with the Tender

Offer.

Advokatfirmaet BAHR AS has been engaged as legal advisor of the Company.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint

Bookrunners.

A company presentation will be published on www.bluenord.com.

***

This information is considered to be inside information pursuant to Regulation

EU 596/2014 (MAR) and is subject to the disclosure requirements pursuant to MAR

article 17 and section 5-12 of the Norwegian Securities Trading Act. The

information was submitted for publication by Cathrine Torgersen, Chief Corporate

Affairs Officer, BlueNord ASA at the time and date set out above.

Contact:

Cathrine Torgersen, Chief Corporate Affairs Officer

Email: cathrine.torgersen@bluenord.com

Phone: +47 915 28 501

IMPORTANT INFORMATION

The contents of this announcement have been prepared by, and are the sole

responsibility of, the Company. The Company's financial advisers are acting

exclusively for the Company and no one else, and will not be responsible to

anyone other than the Company for providing the protections afforded to their

respective clients, or for advice in relation to the securities transactions,

the contents of this announcement or any of the matters referred to herein.

The securities transactions and the distribution of this announcement and other

information in connection with the securities transactions may be restricted by

law in certain jurisdictions. The Company assumes no responsibility in the event

there is a violation by any person of such restrictions. Persons into whose

possession this announcement or such other information should come are required

to inform themselves about, and to observe, any such restrictions.

This announcement may not be used for, or in connection with, and does not

constitute, any offer of securities for sale in the United States or in any

other jurisdiction. The securities transactions have not been made in any

jurisdiction or in any circumstances in which such offer or solicitation would

be unlawful. This announcement is not for distribution, directly or indirectly

in or into any jurisdiction in which it is unlawful to make any such offer or

solicitation to such person or where prior registration or approval is required

for that purpose. No steps have been taken or will be taken relating to the

securities transactions in any jurisdiction in which such steps would be

required.

Neither the publication and/or delivery of this announcement shall under any

circumstances imply that there has been no change in the affairs of the Company

or that the information contained herein is correct as of any date subsequent to

the earlier of the date hereof and any earlier specified date with respect to

such information.

This announcement is not for publication or distribution, directly or

indirectly, in the United States (including its territories and possessions, any

state of the United States and the District of Columbia). This announcement does

not constitute or form part of any offer or solicitation to purchase or

subscribe for securities in the United States. Securities may not be offered or

sold in the United States absent registration or an exemption from registration.

The shares of the Company nor the shares or bonds issued in the securities

transactions have not been and will not be registered under the United States

Securities Act of 1933, as amended (the "US Securities Act") or with any

securities regulatory authority of any state or other jurisdiction of the United

States, and may not be offered or sold in the United States or to, or for the

account of, U.S. persons (as such term is defined in Regulation S under the US

Securities Act), except pursuant to an effective registration statement under,

or an exemption from the registration requirements of, the US Securities Act.

All offers and sales outside the United States will be made in reliance on

Regulation S under the US Securities Act. There will be no public offer of

securities in the United States.

This announcement does not constitute an offering circular or prospectus in

connection with an offering of securities of the Company. Investors must neither

accept any offer for, nor acquire, any securities to which this document refers,

unless they do so on the basis of the information contained in the investor

material made available by the Company only to qualified persons in certain

jurisdictions where an offer may be made. This announcement does not constitute

an offer to sell or the solicitation of an offer to buy or subscribe for, any

securities and cannot be relied on for any investment contract or decision.

This document contains forward-looking statements. All statements other than

statements of historical fact included in this information are forward-looking

statements. Forward-looking statements are current expectations and projections

relating to the Company's financial condition, results of operations, plans,

objectives, future performance and business. These statements may include,

without limitation, any statements preceded by, followed by or including words

such as "target,"  "believe," "expect," "aim," "intend," "may," "anticipate,"

"estimate,"  "plan," "project," "will," "can have," "likely," "should," "would,"

"could" and other words and terms of similar meaning or the negative thereof.

Such forward-looking statements involve known  and unknown risks, uncertainties

and other important factors beyond the Company's control that could cause the

Company's actual results, performance or achievements  to  be materially

different  from the expected  results, performance or  achievements expressed or

implied  by such forward-looking statements. Such forward-looking statements are

based on numerous assumptions regarding the Company's present and future

business strategies and the environment in which it will operate in the future.

About BlueNord

BlueNord ASA is a strategically important European oil and gas company that

specialises in producing and developing energy resources, and in activities

which support the energy transition. The Company has a 36.8 percent interest in

the Danish Underground Consortium that is responsible for oil and gas production

in the Danish North Sea. BlueNord is listed on the Oslo Stock Exchange

(OSE:BNOR) More information at www.bluenord.com