Bruton Limited

M&A Activity • Oct 13, 2025

Bruton Limited (BRUT) Exchange Offer to the Shareholders in Andes Tankers II Ltd.

Bruton Limited (BRUT) Exchange Offer to the Shareholders in Andes Tankers II Ltd.

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL

OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

Hamilton, Bermuda, 13 October 2025

Bruton Limited (Euronext Growth Oslo: BRUT) (the "Company") hereby refers to

its press release on 11 September 2025 and announces that it will make a

conditional offer to the shareholders in Andes Tankers II Ltd. ("Andes Tankers

II"). In exchange for the shares in Andes Tankers II, the Company shall issue

consideration shares to the shareholders in Andes Tankers II.

Anders Tankers II has 2 scrubber fitted VLCC newbuilding contracts at New

Times Shipyard, with delivery in Q3 and Q4 2027. If the offer is successful,

the Company will have 4 VLCCs under construction at New Times Shipyard and

have paid 10% of the newbuilding prices on these 4 vessels.

The offer is conditional upon the Company successfully completing a private

placement as indicated in its press release on 11 September 2025. Such Private

Placement is not yet launched.

The board of directors of the Company and Andes Tankers II have discussed the

terms of the share exchange with each other and certain independent

shareholders in Andes Tankers II. Having considered the assets and prospects

of the two company groups as substantially similar but also acknowledging

certain differences, in particular relating to the dual fuel capabilities and

earlier vessel deliveries for the Company, the board of directors of the

companies have agreed on an exchange ratio of 0.806 consideration share issued

by the Company for each share in Andes Tankers II. The board of directors of

Andes Tankers II has confirmed its recommendation to the shareholders to

approve the offer on this basis.

Koch Shipping Pte Ltd., Drew Holdings Ltd., Songa Shipping Invest AS, and

Uthalden AS, Celina Midelfart and MH Capital AS have committed to accepting

the offer on the terms described herein, in total representing 83.2% of the

Andes Tankers II shares.

The total number of shares that may be issued, assuming that the Company

acquires all Andes Tankers II shares, is 11,163,100, giving a total share

outstanding of 26,763,100 shares. This is prior to any further equity issuance

as described in the press release on 11 September 2025.

The offer will be valid until 31 October 2025. In addition to the above,

completion of the offer is conditional upon certain customary conditions,

including (i) appropriate corporate approvals, (ii) a successful private

placement in the Company, (iii) acceptance of the offer by the Andes Tankers

II shareholders and (iv) delivery of the Andes Tankers II shares to the

Company.

The Consideration Shares will be in the same class of shares as the existing

shares in the Company, and will have a par value of USD 0.10 and will be

recorded in Euronext Securities Oslo ("Euronext VPS") upon delivery.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and subject to the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act. This stock exchange

notice was published by Alfi Lao, Contracted Chief Accounting Officer, on the

date and time as set out in the release.

About Bruton Limited: Bruton Limited is an industrial player incorporated in

Bermuda and seeking to make strategic investments in the shipping, offshore

and energy sectors, currently focusing on its VLCC newbuilding program.

Important note: This announcement is not being made in or into Canada,

Australia, Japan, Hong Kong or in any other jurisdiction where it would be

prohibited by applicable law. This distribution is for information purposes

only and does not constitute or form part of an offer or solicitation of an

offer to purchase or subscribe for securities in the United States ("U.S.") or

in any jurisdiction in which, or to any persons to whom, such offering,

solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any jurisdiction. The securities referred to

herein have not been and will not be registered under the U.S. Securities Act

of 1933 (the "U.S. Securities Act") or applicable state securities laws and

may not be offered or sold in the United States or to U.S. persons unless such

securities are registered under the U.S. Securities Act, or an exemption or

exclusion from the registration requirements of the U.S. Securities Act is

available.

Forward looking statements: This announcement includes forward-looking

statements within the meaning of Section 21E of the Securities Exchange Act of

1934, including a potential acquisition of Andes Tankers, a potential issuance

of shares, a potential Private Placement, the conditions of the Andes Tankers

Offer, acceptance of the Andes Tankers Offer, and other statements relating to

the transactions contemplated herein and other non-historical statements.

These forward-looking statements are subject to numerous risks, uncertainties,

and assumptions, including risks relating to the Andes Tankers Offer, and in

the information document published in connection with the Company's listing on

Euronext Growth Oslo in 2024. Forward-looking statements reflect knowledge and

information available at, and speak only as of, the date they are made. Except

as required by law, the Company undertakes no obligation to update or revise

publicly any forward-looking statements, whether because of new information,

future events or otherwise, after the date hereof or to reflect the occurrence

of unanticipated events. Readers are cautioned not to place undue reliance on

such forward-looking statements.