Edda Wind AS — Share Issue/Capital Change 2023

Mar 2, 2023

New CSOVs and contemplated private placement

New CSOVs and contemplated 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, 2 March 2023: Edda Wind ASA (the “Edda Wind” or the “Company”) today announces that it has (through subsidiaries) agreed contracts with Vard for four commissioning service operation vessels (CSOV) newbuilds to be constructed, the first two of which are expected to be delivered in Q1 2025, the third in Q2 2025, and the fourth in Q1 2026. The contract price is EUR 63 million per new vessel based on 5x20% installment milestone structure, in addition to owner-furnished equipment and building supervision costs. The Company has also secured options for 2+2 additional CSOV vessels, with expected delivery dates in 2025 and 2026 (if declared).

With delivery of these additional newbuilds, Edda Wind will become the leading offshore wind service vessel provider.

The Company has had good access to debt financing and expects to secure debt financing for the four newbuilds ahead of delivery. The Company has secured financing for nine of its ten pre-existing newbuilds at attractive terms, including a recently announced green loan facility for the pre- and postdelivery financing of four vessels under construction, for a minimum – maximum amount of EUR 100 to EUR 120 million and term of six years from delivery. Following this agreement, nine of the ten pre-existing vessels in the fleet have secured long term financing.

Edda Wind is regularly tendering and negotiating with clients for new contracts. Currently, Edda Wind is in an advanced stage of negotiations with an industry major in relation to contracts for about 750 firm trading days in 2023 and 2024 at rates above historical levels and in the range as forecasted by analysts. No assurance can be made that any such agreement will be entered into.

The Company intends to raise gross proceeds of NOK 1,200,000,000 through issuing of new ordinary shares (the “New Shares”) in the Company (the “Private Placement”), and it expects to use the net proceeds from the Private Placement to fully finance the equity portion of the currently estimated total construction costs relating to the contracts for four CSOV newbuilds and general corporate purposes.

The Private Placement

The Private Placement is directed towards investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. The Company has retained 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”) as Joint Bookrunners in the Private Placement.

The subscription price for the New Shares (the "Subscription Price") is set at a fixed price of NOK 25 per New Share by the Board of Directors in Edda Wind ASA (the "Board").

The Company’s four largest shareholders (the "Pre-committed Investors") have pre-committed to subscribe for New Shares as follows: Østensjø Wind AS NOK 120 million, Wilhelmsen New Energy AS NOK 300 million, Geveran Trading Co Ltd NOK 275 million and EPS Ventures Ltd NOK 275 million.

The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act 1933, as amended (the "Securities Act"), and (b) to investors in the United States who are QIBs as defined in Rule 144A under the Securities Act, and to "major U.S. institutional investors" as defined in SEC Rule 15a-6 under the United States Exchange Act of 1934, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation", and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate New Shares for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act, the Prospectus Regulation and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

The application period for the Private Placement will commence today, 2 March 2023 at 16:30 hours CET and is expected to close on or before 3 March 2023 at 08:00 hours CET. The Company, after consultation with the Managers, reserves the right to, at any time and in its sole discretion and for any reason, close or extend the application period or to cancel the Private Placement in its entirety on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

Allocation of the New Shares will be determined after the expiry of the application period at the Board's sole discretion, in consultation with the Managers, based on criteria such as, but not limited to, pre-commitments, existing ownership in the Company, available exemptions from the obligations to prepare a prospectus, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.

The allocation of New Shares and completion of the Private Placement by delivery of New Shares to the applicants will be divided in two Tranches. Tranche 1 is expected to consist of 6,431,448 New Shares ("Tranche 1") and is subject to approval by the Board pursuant to an authorisation to the Board to issue shares as granted by the ordinary general meeting held 6 May 2022 (the “Board Authorisation”), and is expected to be delivered Delivery Versus Payment (“DVP”) on a T+2 basis on or about 7 March 2023. Tranche 2 will consist of a number of New Shares that are required to raise the gross proceeds in the Private Placement ("Tranche 2") and is subject to approval by the Board and approval by an extraordinary general meeting of the Company (the “EGM”) expected to be held on or about 24 March 2023, and the New Shares in Tranche 2 (other than to the Pre-committed Investors) 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 (as defined below) remaining unmodified and in full force and effect.

The Pre-committed Investors have agreed to receive New Shares allocated in Tranche 2 on a separate ISIN pending approval and publication by the Company of a listing prospectus pertaining to the New Shares in Tranche 2 (the “Prospectus”). 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. The Company and the Managers reserve the right to deviate from this principle to the extent any applicants accept to receive a larger portion of their allocated shares in the form of New Shares issued in Tranche 2.

Applicants being allocated New 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 New 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) if so proposed by the Board. Tranche 1 is not conditional upon completion of Tranche 2 (including not conditional upon EGM approval), and acquisition of New 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 New 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 New Shares (other than allocated shares to the Pre-committed Investors) are expected to be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement expected to be entered into between the Company, Wilhelmsen New Energy AS as share lender, and DNB Markets, a part of DNB Bank ASA (on behalf of the Managers) (the “SLA”) in order to facilitate delivery of listed shares in the Company to applicants on a DVP basis. DNB Markets, a part of DNB Bank ASA shall settle the share loan with new shares following the registrations of the share capital increases pertaining to the New Shares in Tranche 1 and Tranche 2. The new shares to be re-delivered to the share lender in Tranche 2 and allocated to the Pre-committed Investors will be issued on a separate ISIN and will not be tradable on Oslo Børs until the Prospectus has been issued by the Company and approved by the Norwegian Financial Supervisory Authority, expected on or about ultimo March 2023. It is expected that the Managers will pre-fund the gross proceeds for Tranche 1 on behalf of investors being allocated New Shares in Tranche 1.

Subject to successful completion of the application process for the Private Placement, the Company will announce the final number of New Shares placed in the Private Placement in a stock exchange announcement expected to be published before opening of trading on Oslo Børs tomorrow, 3 March 2023.

The 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 consider carrying out a subsequent offering (the "Subsequent Offering") of new shares in the Company. A Subsequent Offering will, if made, 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 New 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. If carried out, 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 if and when finally resolved.

Equal treatment

The contemplated Private Placement involves that the shareholders' preferential rights to subscribe for and being allocated the New 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 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.

Further, the Subsequent Offering, if implemented, will secure that Eligible Shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.

On this basis the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.

An updated Company presentation is available at the Company’s webpage: www.eddawind.com.

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 new CSOVs as described above. 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 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.