Edda Wind AS — AGM Information 2023

Mar 24, 2023

Results from Extraordinary General Meeting – Approval of Tranche 2 of the Private Placement

Results from Extraordinary General Meeting – Approval of Tranche 2 of the Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES, 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.

Haugesund, 24 March 2023: Reference is made to the stock exchange announcements by Edda Wind ASA (the "Company") on 2 March and 3 March 2023 regarding the successfully placed private placement (the “Private Placement”) of new shares in the Company (the Offer Shares”), raising gross proceeds of NOK 1.2 billion and the calling for an extraordinary general meeting (the “EGM”) in the Company to approve Tranche 2 (as defined below) of the Private Placement.

The Private Placement consists of one tranche of 6,431,448 Offer Shares (“Tranche 1”) and a second tranche of 41,568,552 Offer Shares (“Tranche 2”). New shares in Tranche 1 were issued on 6 March 2023 pursuant to the board authorization to issue new shares granted by the annual general meeting held on 6 May 2022. The issue of new shares in Tranche 2 was subject to approval by the EGM.

The EGM was held today and all resolutions on the agenda were approved, including the share capital increase pertaining to the issue of new shares in Tranche 2. Minutes from the EGM are attached to this notice and will be made available on the Company's website: www.eddawind.com.

Offer Shares allocated to investors in Tranche 2 (other than to the Company’s four largest shareholders, the “Main Shareholders”) are now tradable on Oslo Børs following the approval by the EGM and will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs based on a share-lending arrangement between the Company, Wilhelmsen New Energy AS (as share-lender) and DNB Markets, a part of DNB Bank ASA (on behalf of the managers for the Private Placement), and Offer Shares in Tranche 2 (other than to the Main Shareholders) are expected to be delivered DVP on a T+2 basis on or about 28 March 2023.

It is expected that the share capital increase relating to the issuance of the new shares in Tranche 2 will be registered with the Norwegian Register of Business Enterprises (the “NRBE") on or about 29 March 2023, for delivery to the Main Shareholders pursuant to allocation of Offer Shares to them and re-delivery of borrowed shares to Wilhelmsen New Energy AS as share-lender. Following registration with the NRBE, the issued share capital of the Company is expected to be NOK 11,231,448.80 comprising 112,314,488 shares, each with a nominal value of NOK 0.1.

It is expected that a listing prospectus for the new shares to be issued in Tranche 2 (the "Prospectus") will be approved by the Norwegian Financial Supervisory Authority on or about the same time as the registration of the share capital increase pertaining to Tranche 2 is registered with the NRBE. In the event that the Prospectus is not approved at such time, the new shares in Tranche 2 will recorded on a separate ISIN until the Prospectus is published.

ABG Sundal Collier ASA, Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, Fearnley Securities AS and Pareto Securities AS (together, the “Managers”) acted as Joint Bookrunners in the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company in connection with the Private Placement, and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

For further information, please contact:

Kenneth Walland, CEO Edda Wind

Phone: +47 916 93 418

E-mail: kenneth.walland@eddawind.com

Tom Johan Austrheim, CFO Edda Wind

Phone: +47 982 09 873

E-mail: tom.johan.austrheim@eddawind.com

ABOUT EDDA WIND

Edda Wind is a leading pure play offshore wind service company headquartered in Haugesund, Norway. The Company develops, builds, owns and operates purpose-built Service Operation Vessels (“SOV”) and Commissioning Service Operation Vessels (“CSOV”) for offshore wind farms worldwide.

Edda Wind is creating the next generation of offshore wind service vessels and works closely with partners to develop new technologies to reduce emissions without compromising operational capabilities or cost competitiveness.

As of today, the Company owns and operates two purpose-built offshore wind SOVs, operates one chartered frontrunner, and has twelve dedicated offshore wind vessels under construction – two SOVs and ten CSOVs. All newbuild vessels are prepared for zero-emission utilising liquid organic hydrogen carrier as an energy source.

Read more: www.eddawind.com

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 Edda Wind ASA. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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 or their securities 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 and "major U.S. institutional investors" as defined in SEC Rule 15a-6 under the United States Exchange Act of 1934.

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 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 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 without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, 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 provide any guarantees 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 document.

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 Managers nor any of their respective 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

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