Edda Wind AS — Capital/Financing Update 2023

Mar 2, 2023

Private placement successfully placed – order of four new CSOVs

Private placement successfully placed – order of four new CSOVs

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, 2 March 2023: Reference is made to the stock exchange announcement by Edda Wind ASA (“Edda Wind” or the “Company”) earlier today regarding a contemplated private placement (the “Private Placement”) of new shares and the ordering of four commissioning service operation vessels (“CSOV”) newbuilds to be constructed at Vard.

The book-building for the Private Placement has been successfully completed, raising gross proceeds of NOK 1.2 billion, through the allocation of 48,000,000 new shares in the Company (the “Offer Shares”), each at a subscription price of NOK 25 per Offer Share (the “Subscription Price”). The Private Placement attracted strong interest from existing and new Norwegian, Nordic and international high-quality investors and was oversubscribed.

The Company intends to use the net proceeds from the Private Placement to finance the equity portion of the currently estimated total construction costs relating to the contracts for the four CSOV newbuilds and general corporate purposes. The debt financing for the newbuilds has not been obtained.

For the four CSOV newbuilds now ordered, it is currently expected that the first two CSOVs shall be delivered in Q1 2025, the third CSOV in Q2 2025 and the fourth CSOV in Q1 2026. The Company has also secured options for 2+2 additional CSOV vessels with expected delivery dates in 2025 and 2026 (if declared).

The Company’s four largest shareholders Østensjø Wind AS, Wilhelmsen New Energy AS, Geveran Trading Co Ltd and EPS Ventures Ltd (collectively, the “Main Shareholders”) were allocated Offer Shares in total for NOK 970 million, whereby Østensjø Wind AS was allocated NOK 120 million, Wilhelmsen New Energy AS was allocated NOK 300 million, Geveran Trading Co Ltd was allocated NOK 275 million and EPS Ventures Ltd was allocated NOK 275 million, resulting in a ownership in the Company following, and subject to, the completion of the Private Placement and the issue of the Offer Shares of 18.96%, 25.38%, 16.52% and 15.93%, respectively. A total of 148,553 Offer Shares were allocated to the Company’s primary insiders and will be included in a separate announcement.

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"). The board of directors (the “Board”) has resolved to increase the Company's share capital by NOK 643,144.80, by issuing 6,431,448 new shares pertaining to the Offer Shares allocated in Tranche 1, pursuant to the authorisation (the "Board Authorisation") granted to the Board by the Company's annual general meeting held on 6 May 2022. The issue of new shares pertaining to the Offer Shares allocated in Tranche 2 is subject to approval of the Company's extraordinary general meeting expected to be held on or about 24 March 2023 (the "EGM"). The Board will call for the EGM by separate announcement, on or about 3 March 2023. Applicants being allocated Offer Shares in the Private Placement and who hold shares in the Company as of the date of the EGM will undertake to vote at the EGM in favour of, or give a voting proxy to be used in favour of, the share capital increase and issuance of the Offer Shares in Tranche 2 of the Private Placement, as well as the possible share capital increase and issuance of shares in a Subsequent Offering (as defined below). Tranche 1 is not conditional upon completion of Tranche 2 (including not conditional upon EGM approval), and acquisition of Offer Shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. If Tranche 2 is not completed (e.g. due to non-approval by the EGM), applicants will not be delivered Offer Shares in Tranche 2 and the Company will only receive the gross proceeds for the issue of the 6,431,448 new shares under the Board Authorisation in Tranche 1.

The Main Shareholders have accepted to be delivered Offer Shares in Tranche 2. As such, all other applicants will receive their pro-rata allocation of Offer Shares in Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement. Both Tranche 1 and Tranche 2 (except for the Main Shareholders) will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs to be lent (the "Share Loan") from Wilhelmsen New Energy AS (the “Share Lender”) pursuant to a share lending agreement (the “SLA”) between the Company, the Share Lender and DNB Markets, a part of DNB Bank ASA (on behalf of the Managers (as defined below)). It is also expected that the Managers will pre-fund the gross proceeds for Tranche 1 on behalf of investors being allocated Offer Shares in Tranche 1.

The Offer Shares allocated to applicants in Tranche 1 will be tradable from notification of allocation and is expected to be delivered Delivery Versus Payment (“DVP”) on a T+2 basis on or about 7 March 2023. Offer Shares in Tranche 2 (other than to the Main Shareholders) are expected to be delivered DVP on a T+2 basis following and subject to approval by the EGM on or about 28 March 2023. Each of Tranche 1 and Tranche 2 is subject to the SLA remaining unmodified and in full force and effect.

Notices of allocation of Offer Shares in Tranche 1 and conditional allocation of Offer Shares in Tranche 2 are expected to be distributed to the investors on 3 March 2023. The Managers expect to issue notifications with payment instructions for Tranche 2 immediately after the EGM with the payment date expected to be on or about 28 March 2023.

The Tranche 1 portion of the Share Loan will be settled with new shares in the Company to be issued following registration of the share capital increase pertaining to Tranche 1 in the Norwegian Register of Business Enterprises (the “NRBE”). The Tranche 2 portion of the Share Loan and will be settled with new shares in the Company to be issued following, and subject to, approval of Tranche 2 by the EGM and registration of the share capital increase pertaining to Tranche 2 in the NRBE. The new shares to be re-delivered to the Share Lender in Tranche 2 and allocated to the Main Shareholders will be issued on a separate ISIN and will not be tradable on Oslo Børs until a listing prospectus pertaining to the new shares in Tranche 2 (the “Prospectus”) has been approved by the Norwegian Financial Supervisory Authority and published by the Company, expected ultimo March 2023.

Following registration of the share capital increase pertaining to Offer Shares in Tranche 1, the issued share capital of the Company is expected to be NOK 7,074,593.60 comprising 70,745,936 shares, each with a nominal value of NOK 0.1. Following registration of the share capital increase pertaining to Offer Shares in Tranche 2, 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.

Equal Treatment

The Private Placement involves that the shareholders' preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. A private placement enables the Company to secure equity financing to accommodate the initial payment structure for the four CSOV newbuilds. Further, a private placement will reduce execution and completion risk and allows for the Company to raise capital more quickly, which is particularly important in light of the newbuilds' payment structure, as well as the ability to utilize current market conditions, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. Eligible Shareholders that were not allocated shares in the Private Placement will be able to participate in the Subsequent Offering (as defined and described below).

Subsequent Offering

Subject to inter alia (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval of a Subsequent Offering by the Board and the EGM, (iii) prevailing market price of the Company’s shares being higher than the Subscription Price, and (iv) approval of a prospectus for the listing and offering of the new shares in the Subsequent Offering by the Norwegian Financial Supervisory Authority, the Company will carry out a subsequent offering (the "Subsequent Offering") of up to 2,000,000 new shares in the Company raising up to approximately NOK 50 million in gross proceeds. A Subsequent Offering will, if made, and on the basis of the prospectus be directed towards existing shareholders in the Company as of 2 March 2023, as registered in the Company's register of shareholders with Euronext Securities Oslo on 6 March 2023, and who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable subscription rights. The subscription period in a Subsequent Offering is expected to commence shortly after publication of the prospectus, and the subscription price in the Subsequent Offering will be equal to the Subscription Price in the Private Placement. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering.

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 Subsequent Offering, 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 eight dedicated offshore wind vessels under construction prior to the ordering of CSOVs as described above. All pre-existing 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 considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Tom Johan Austrheim at Edda Wind ASA on the time and date provided above.