Electromagnetic Geoservices ASA

Capital/Financing Update • Dec 14, 2022

EMGS Karenslyst Allé 4 N-0278 Oslo Norway

E emgs@emgs.com emgs.com

Oslo, 14 December 2022

To the bondholders in:

ISIN NO 0010821010 – ELEC ASA 18/25 FRN USD FLOOR STEP C CONV

Re: Voluntary bond buy-back offer

Capitalised terms used but not defined in this buy-back offer document (the Buy-Back Offer Document) are references to those terms as defined in the bond terms dated 9 May 2018 (as amended by way of an amendment agreement dated 10 February 2022, the Bond Terms) entered into by and between Nordic Trustee AS as the Bond Trustee on behalf of the Bondholders and Electromagnetic Geoservices ASA as the Issuer.

Reference is made to the stock exchange notice published by the Issuer on 12 December 2022 wherein the Issuer announced its intention to launch a voluntary bond buy-back offer (the Buy-Back) for Bonds with an aggregate nominal value of up to USD 5,000,000 (the final amount of Bonds to be repurchased will be determined by the Issuer at its discretion, as further described in this Buy-Back Offer Document), corresponding to approx. 20.4 per cent of the Outstanding Bonds as of the date of this Buy-Back Offer Document.

The Buy-Back offer period will commence on 15 December 2022 at 09:00 CET and end on 22 December 2022 at 16:00 CET (the Buy-Back Offer Period). The Buy-Back Offer Period may be extended by the Issuer at its own discretion. Settlement of the purchase price under the Buy-Back is expected to take place on or about 27 December 2022 (the Buy-Back Settlement Date), but in no event later than 31 December 2022.

The Issuer hereby offers all Bondholders to tender Bonds for sale to the Issuer under the Buy-Back at 86.5 per cent of par value (equal to a discount to par value of 13.5 per cent), plus accrued and unpaid interest (at 100 per cent) up to and including the last date of the Buy-Back Offer Period. The Issuer reserves the right to, at any time during and after the Buy-Back Offer Period, but before the Buy-Back Settlement Date, reduce or increase the number of Bonds to be repurchased under the Buy-Back, and undertakes no obligation to communicate such reductions or increases to Bondholders before after final allocation and acceptance by the Issuer has been made.

The Buy-Back is offered to all Bondholders on equal terms. Bondholders may tender some or all of their Bonds to the Issuer. In the event the number of Bonds tendered to the Issuer under the Buy-Back exceed an aggregate nominal value of USD 5,000,000 (or such reduced or increased amount as the Issuer may resolve to repurchase), the Issuer will buy back Bonds from each of the tendering Bondholders on a pro rata basis calculated based on the number of Bonds held by each of the

tendering Bondholders. The number of Bonds held will be calculated as per the VPS registry at the end of the Buy-Back Offer Period.

Bondholders may tender Bonds for sale at any time during the Buy-Back Offer Period, and tenders to sell Bonds may be withdrawn at any time prior to expiry of the Buy-Back Offer Period. The Buy-Back is not conditional on any minimum number of Bonds being offered to the Issuer.

Bondholders may offer Bonds under the Buy-back by executing the bondholder offer form (the Bondholder Offer Form) attached hereto as Appendix A and sending this to Peder.Austarheim@sb1markets.no before the expiry of the Buy-Back Offer Period.

The Issuer currently expects to, following settlement to each of the selling Bondholders, discharge all Bonds purchased under the Buy-Back.

Summary of Buy-Back procedure

Buy-Back Offer Period	Commencement on 15 December 2022 at 09:00 CET and expiry 22 December 2022 at 16:00 CET. The Buy-Back Offer Period may be extended by the Issuer at its own discretion.
Amount of Bonds offered to be repurchased	Bonds with an aggregate principal amount of USD 5,000,000 (corresponding to approx. 20.4 per cent of the Outstanding Bonds as of the date of this Buy Back Offer Document). The Issuer reserves the right to, at its own discretion, at any time during and after the Buy-Back Offer Period, but before the Buy Back Settlement Date, reduce or increase the number of Bonds to be repurchased.
Procedure and price	Bondholders may offer to sell some or all off their Bonds to the Issuer at a price equal to 86.5 per cent of par value. In addition to the purchase price, the Issuer will pay accrued and unpaid interest in full (100 per cent) on repurchased Bonds up to and including the last date of the Buy-Back Offer Period.
	In the event the Issuer receives tenders which in aggregate exceed a nominal amount of USD 5,000,000 (or such reduced or increased amount as the Issuer may resolve to repurchase), the Issuer will buy-back Bonds from each of the tendering Bondholders on a pro-rata basis calculated based on the number of Bonds held by each of the tendering Bondholders. The number of bonds held will be calculated as per the VPS registry at the end of the Buy-Back Offer Period.
Placement of offer	All submissions of Bondholder Offer Forms are to be received by e-mail to Peder.Austarheim@sb1markets.no before the expiry of the Buy-Back Offer period.

Settlement	Each tendering Bondholder will be contacted after the end of the Buy-Back Offer Period and informed of the number of Bonds which will be repurchased from such tendering Bondholder.
	The Buy-Back will be settled in USD. Bondholders who whish to receive settlement in NOK may indicate this in the Bondholder Offer Form, in which case the consideration from the Issuer will be converted to NOK prior to transfer to the Bondholder. Such USD/NOK exchange shall be for the account of the Bondholder wishing to receive NOK, and the Issuer shall have no obligations with respect to the exchange rate and/or any fees incurred as part of the exchange.
	Settlement will take place on a payment versus delivery basis, facilitated through SpareBank 1 Markets AS. As part of the settlement process, all tendering Bondholders will need to comply with the AML/KYC requirements applicable to the settlement transaction, including through providing Sparebank 1 Markets AS with appropriate documentation. The Issuer reserves the right to not complete any buy-back from a tendering Bondholder in the event such Bondholder is not able to meet these requirements in a timely manner.
Announcement of the result of the offer	Expected on or about 22 December 2022.
Buy-Back Settlement Date	Expected on or about 27 December 2022.

The Buy-Back, the Buy-Back Offer Document and any acceptances thereof are subject to Norwegian law, with Oslo District Court as the agreed exclusive legal venue. The Buy-Back and this Buy-Back Offer Document is not directed to persons in any jurisdiction where; (i) the offer would be unlawful; or (ii) require any prospectus, filing, registration or other similar action. No document or material relating to the Buy-Back may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country.

Each Bondholder is responsible for any taxes as a consequence of tendering, accepting or not accepting the Buy-Back, and is further responsible for any other effects of tendering, accepting or not accepting the Buy-Back. The Issuer assumes no responsibility for (i) any tax liability resulting from the Bondholder tendering, accepting or not accepting the Buy-Back, or (ii) any other effects of tendering or not tendering under the Buy-Back.

For further information, please contact:

Anders Eimstad, EMGS Chief Financial Officer

Mobile:	+47 948 25 836
E-mail:	aeimstad@emgs.com

For and on behalf of

Electromagnetic Geoservices ASA

Appendix A – Bondholder Offer Form

This Bondholder Offer Form shall be used when offering to sell Bonds under the Buy-Back. All capitalised terms used but not defined herein are references to those terms as defined in the Buy-Back Offer Document.

In addition to the below information, please include a transcript from the Securities Depository (VPS), indicating your bondholding at the printing date. If the bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the owner of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in VPS on which the bonds are registered.

The offered bonds:

Name of Bondholder
Personal ID / organisational number
Address
Amount of Bonds offered (nominal value in USD)
Offer Price	86.5 per cent of par value
VPS account no. (on which the tendered bonds are held)

Contact person:

Name of contact person:
Telephone number:
Email:

Bank account for receipt of settlement:

Bank
Bank account number
(USD account unless
otherwise indicated)
IBAN
SWIFT
Name of account holder
Currency	The Buy-Back will be settled in USD. SpareBank 1 Markets AS will facilitate exchange to NOK for tendering Bondholders who wish to receive NOK. Please see "Settlement" above for further details. For tendering Bondholders who wish to receive settlement in NOK (and not USD), please tick the box: □ (in which case the bank account stated will need to be a NOK account)

[signature page to follow – remainder of page intentionally left blank]

[signature page to Bondholder Offer Form]

I/we hereby confirm, represent and warrant; (i) that I/we have read and accept the terms of the Buy-Back Offer Document; (ii) that I am/we are authorised to make this offer to the Issuer; and (iii) I/we are the beneficial owner of the Bonds hereby offered to the Issuer.

___________________ ___________________ ___________________

Place, date Signature Name in capital letters

This executed Bondholder Offer Form must be received to Peder.Austarheim@sb1markets.no no later than 22 December 2022 at 16:00 CET. All tendering Bondholders will receive a confirmation of receipt after the Bondholder Offer Form is received, and Bondholders are advised to contact the Issuer without delay if such confirmation is not received shortly after the Bondholder Offer Form has been sent. Neither the Issuer nor any other person assumes any responsibility or liability for any loss incurred as a result of technical error or otherwise in the transmission of the Bondholder Offer Form.