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Integrated Wind Solutions ASA

Share Issue/Capital Change Apr 23, 2021

3637_rns_2021-04-23_9d60bb65-7c3b-4e0d-8660-b2acd6dc6940.pdf

Share Issue/Capital Change

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Integrated Wind Solutions AS - End of stabilisation and partial exercise of greenshoe option

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Oslo, 23 April 2021: Reference is made to the stock exchange notice issued on 24 March 2021 regarding potential stabilisation activities in respect of the shares in Integrated Wind Solutions AS ("Integrated Wind Solutions", "IWS" or the "Company"; trading symbol: IWS, ISIN: NO 001 0955883) in connection with an offering of shares in the Company (the "Offering") and admission of the Company's shares on Euronext Growth Oslo (the "Listing").

ABG Sundal Collier ASA ("ABG Sundal Collier"), acting as stabilisation manager in connection with the Offering on behalf the Managers, hereby gives notice that stabilisation was undertaken in relation to the shares in IWS with a total of 1,149,302 shares purchased as part of the stabilisation. The shares were purchased at an average price of NOK 39.14 and stabilisation activities last occurred on 23 April 2021. For each of the dates of which stabilisation transactions were carried out the quantity, price (highest), price (lowest) and weighted average price were as follows:

Stabilisation transactions
Date Quantity
(shares)
Price (lowest) Price (highest) Price
(weighted
average)
Currency Market place
25.03.2021 850,000 37.0000 40.0000 39.3529 NOK EGO
26.03.2021 15,000 36.5000 36.5000 36.5000 NOK EGO
29.03.2021 2,775 36.5000 36.5000 36.5000 NOK EGO
30.03.2021 0 n.a n.a n.a NOK EGO
31.03.2021 0 n.a n.a n.a NOK EGO
06.04.2021 1,923 37.00 37.00 37.0000 NOK EGO
07.04.2021 51,077 36.80 37.00 36.9883 NOK EGO
08.04.2021 0 n.a n.a n.a NOK EGO
09.04.2021 0 n.a n.a n.a NOK EGO
12.04.2021 23,940 38.50 38.50 38.5000 NOK EGO
13.04.2021 8,207 38.30 38.50 38.3258 NOK EGO
14.04.2021 0 n.a n.a n.a NOK EGO
15.04.2021 42,839 38.50 39.00 38.7918 NOK EGO
16.04.2021 23,881 38.50 39.00 38.9541 NOK EGO
19.04.2021 31,279 39.00 39.00 39.0000 NOK EGO
20.04.2021 20,667 39.00 39.00 39.0000 NOK EGO
21.04.2021 46,320 39.00 39.50 39.3479 NOK EGO
22.04.2021 11,070 39.30 39.70 39.5903 NOK EGO
23.04.2021 20,324 39.70 39.70 39.7000 NOK EGO

Appendix:

An overview of all stabilisation transactions that have been carried out during the above-mentioned time period is found as an appendix available at www.newsweb.no.

ABG Sundal Collier will redeliver the 1,149,302 shares purchased through stabilisation transactions to Awilco AS in accordance with the terms in a share lending agreement between the parties. In order to permit the redelivery of the remaining 100,698 shares of the 1,250,000 shares in the Company which were borrowed from Awilco AS and over-allotted in the Private Placement, ABGSC has exercised its option to subscribe for 100,698 new shares in the Company at the offer price of NOK 40.00 per Offer Share. After the issuance of the new shares, the number of shares outstanding in the Company will be 17,600,698 shares, each with a par value of NOK 2.

ABG Sundal Collier ASA is acting as Global Coordinator and Joint Bookrunner (the "Global Coordinator") in connection with the Offering and listing on Euronext Growth Oslo. Clarksons Platou Securities AS and Fearnley Securities AS are acting as Joint Bookrunners in the Offering (together with the Global Coordinator, the "Managers"). Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Managers.

For further information, please contact: ABG Sundal Collier ASA Magnus Kvinge Tel: +47 22 01 60 00

IMPORTANT INFORMATION:

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 the Company. 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.

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 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. 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 (EU) 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee that the assumptions underlying the forwardlooking 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 announcement. 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 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 of the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.

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

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