Eqva ASA

Remuneration Information • Sep 9, 2024

INTERNAL REORGANISATION AND MANAGEMENT INVESTMENTS

INTERNAL REORGANISATION AND MANAGEMENT INVESTMENTS

1. Background and overview

EQVA ASA ("EQVA" or the "Company") is a knowledge-based active owner of industrial service providers contributing to the green transition within maritime, energy intensive and renewable industries. The Company has significant growth ambitions. In order to contribute to the realisation of EQVA's strategy and ambitions, it is desirable that the Company's and the management's long-term financial interests are more closely aligned.

On this background, the Board of Directors has resolved to carry out an internal reorganisation of the EQVA group and invite selected members of EQVA's management to invest, together with the Company, in the Company's business within a controlled framework.

“EQVA has had a very strong development so far in 2024, but we are still a young company in the very early stages of an exciting growth journey. As such, we believe that the introduction of the management investments strongly incentivizes the current management team to remain committed to our long-term goal: creating exceptional value for all our shareholders,” says Rune Skarveland, Chair of the Board of Directors of EQVA.

Further details on the reorganisation and management investments are set out in section 2 below.

2 The reorganisation and management investments

2.1 Establishment of Eqva Holding and Eqva Partners

The entire business of the Company, including assets and equity investments, but excluding the Participants (as defined below), will be transferred to, and employed by, a newly established, wholly-owned subsidiary, Eqva Holding AS ("Eqva Holding"). Eqva Holding thus becomes the new sub-holding company for the group's operations.

Members of EQVA's management will be transferred to, and will be employed by, a separate newly established subsidiary, Eqva Partners AS ("Eqva Partners"), and invited to invest in Eqva Holding and Eqva Partners as set out below. The relevant members (the "Participants") are:

• Even Matre Ellingsen (CEO)

• Petter Sørdahl (CFO)

• Sverre Olav Handeland

• Daniel H. Molvik

• Trygve Kjerpeseth

• Ask Haukås

• Erik Høyvik

Eqva Partners will enter into an agreement with the Company whereby Eqva Partners will manage the Company and its investment portfolio against payment of a fixed fee of NOK 18.8 million per year. The fee will be CPI-adjusted annually. Matters of an unusual nature and of material importance to the Company or the EQVA group will in any case be decided by the Board of Directors of the Company. Even Matre Ellingsen will continue as CEO of EQVA.

2.2 The Participants' investments

The Participants are invited to invest up to NOK 8 million in B shares in Eqva Holding, which will correspond to approximately 2% of the share capital in Eqva Holding.

The remaining shares in Eqva Holding will be A shares, which will correspond to approximately 98% of the share capital in Eqva Holding. The A shares will be held by EQVA.

The A shares and the B shares will have equal rights, with the exception that distributions from Eqva Holding shall be distributed as follows:

a)first to the A shares, until the A shares have received an aggregate amount equal to NOK 403,000,000, corresponding to their agreed value, plus an internal rate of return ("IRR") of 8%;

b) thereafter to the B shares, until the B shares have received an aggregate amount of NOK 6 million with the addition of subsequent shareholder contributions to the B shares;

c) thereafter to the A shares, until the A shares have received an amount pursuant to letter (a) and this letter (c) that gives the A shares (in aggregate) NOK 403,000,000 plus an internal rate of return (IRR) of 12% from the time of the issuance of the B shares;

d) thereafter 80% to the A shares and 20% to the B shares, until such time as the A shares have received an amount pursuant to letters (a), (b) and this letter (d) that gives the A shares (in aggregate) NOK 403,000,000 plus an internal rate of return (IRR) of 25% from the time of the issuance of the B shares ; and

e)other amounts solely to the A shares.

The B-shares' part in the distributions will be reduced proportionately if the B shares are not fully subscribed. Any new A shares or other new A share capital will be excluded from the distribution mechanism. The B shares will not be entitled to a return on new A shares or new A share capital.

Annual option windows will be established from 1 May to 30 June (the "Option Windows"), the first time in 2025, during which each Participant shall have the right, but not the obligation, to require EQVA to purchase 1/8 of the B shares acquired by the Participant (the "Put Option"). Any B shares that a Participant chooses not to sell pursuant to the Put Option in an Option Window may be sold in subsequent Option Windows. Participants may not, without the consent of EQVA, sell B shares to any other party than EQVA.

Upon exercise of the Put Option, the purchase price for the B shares shall correspond to their underlying value, taking into account the different economic rights of the A shares and the B shares as set out above. The value of the share capital in Eqva Holding will in this context be calculated on the basis of the market capitalisation of EQVA at such time (based on the volume weighted average price of the EQVA stock during the last 60 trading days on the Oslo Stock Exchange), adjusted for any other balance sheet items in EQVA. An overview of the estimated value of the B shares under different assumptions is set out in Appendix 2.

As long as the shares in EQVA are listed on the Oslo Stock Exchange, EQVA may choose to settle the purchase price for the B shares by providing the Participant with new shares in EQVA with a market value corresponding to the purchase price.

The Participants are also invited to invest up to NOK 600,000 in Eqva Partners, which will correspond to up to 15% of the share capital in Eqva Partners.

EQVA and the Participants will enter into shareholder agreements on market terms in connection with the investments. EQVA will have the right to purchase a Participant's B-shares in certain cases, including if the Participant resigns from its position in the group.

The Participants' co-investments are made on commercial, arm's length terms. The price paid by the Participants for the shares in Eqva Holding and Eqva Partners is based on an independent valuation obtained from BDO AS. The investments are therefore not considered to be remuneration in accordance with the relevant provisions in the Norwegian Public Limited Liability Companies Act. Such remuneration is treated separately and in accordance with the guidelines in force at any given time on the determination of salary and other remuneration to senior executives, as adopted by the Company's general meeting in accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act.

2.3 Implementation and end result

The reorganisation and management investments are expected to be completed during September 2024.

Following completion of the reorganisation and management investments, the EQVA group will be organised as set out in Appendix 1 to this announcement. EQVA will agree not to own or operate business outside of EQVA Holding (other than Eqva Partners), allowing the Participants to co-invest in the entire EQVA business.

EQVA may over time optimise the alignment of the Company's and management's financial incentives by increasing or decreasing the extent of their co-investments in Eqva Holding and Eqva Partners. There are currently no plans to increase or decrease management's co-investments.

3 Consideration of equal treatment

Some of the Participants are indirect shareholders in EQVA. The Board of Directors of EQVA has therefore considered the reorganisation and management investments in light of the requirement for equal treatment of shareholders under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act and the rules of Euronext Oslo Børs', and the prohibition against making decisions that are likely to give individuals an unfair advantage at the expense of shareholders or the Company.

In the opinion of the Board of Directors, the reorganisation and management investments are carried out in accordance with the above mentioned rules. The Board of Directors further emphasises that the Participants are invited to invest together with the Company in the Company's business by virtue of being senior management in EQVA, and not shareholders. The Board of Directors of EQVA considers the reorganisation and management investments to be in the common interest of the Company and its shareholders.

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For more information, please contact:

Petter Sørdahl, CFO: +47 917 56 147

Even Matre Ellingsen, general manager +47 990 05 500

Eqva ASA in brief

Eqva ASA is a knowledge-based, active owner of engineering, construction and service companies that contribute to the green transition in the maritime, power-intensive and renewable industries.

The group has a well-diversified product and market portfolio, and further growth will be established through a combination of company-based development, utilisation of synergies between the companies in the group and value-creating M&A activities.

Key companies in the group are BKS and Fossberg Kraft, each of which builds on decades of experience and is recognised by customers in a wide range of industries.

Read more at www.eqva.no

This information is considered inside information under the EU Market Abuse Regulation and is subject to disclosure requirements under section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published by Petter Sørdahl, CFO, Eqva ASA, on the date and time stated above.