Integrated Wind Solutions ASA

Share Issue/Capital Change • Mar 22, 2022

Integrated Wind Solutions ASA: Private placement successfully placed

Integrated Wind Solutions ASA: Private placement successfully placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Integrated Wind Solutions ASA - Private placement successfully placed

Oslo, 22 March 2022: Reference is made to the stock exchange notice published by Integrated Wind Solutions ASA (“IWS” or the “Company”) on 21 March 2022 regarding the contemplated private placement of new shares in the Company to raise gross proceeds of up to NOK 350 million (the "Private Placement"). IWS hereby announces that it has allocated 10,937,500 new shares (the "Offer Shares") in the Private Placement at a subscription price of NOK 32 per share (the “Subscription Price”), raising gross proceeds of NOK 350 million. Skandinaviska Enskilda Banken AB (publ) ("SEB") and SpareBank 1 Markets AS ("SB1M", and together with SEB, the “Managers”) are acting as managers in connection with the Private Placement.

The proceeds from the Private Placement will be used to finance the equity required for construction of two additional high-end Commissioning Service Operation Vessels (contracted against the exercise of options) as further detailed in the separate stock exchange notice published by the Company on 21 March 2022, further investments into the Company’s integrated services offering and general corporate purposes including transaction costs.

The Private Placement is divided into two tranches. 8,800,349 Offer Shares have been allocated in the first Tranche ("Tranche 1" and the "Tranche 1 Offer Shares") which equals the number of shares the Board may issue based on the current outstanding authorisation to issue new shares granted by the ordinary general meeting of the Company on 24 June 2021 (the "Authorisation"), and 2,137,151 Offer Shares have been conditionally allocated in the second tranche ("Tranche 2" and the "Tranche 2 Offer Shares"). Awilco AS has agreed to be allocated the Tranche 2 Offer Shares, and, as such, other subscribers in the Private Placement have been allocated Tranche 1 Offer Shares. Only existing investors, board members and employees of the Company have been allocated shares in the Private Placement.

Notification of allocation and settlement instructions for Tranche 1 and Tranche 2 (conditional allocation in Tranche 2) are expected to be issued by the Managers to the applicants on or about 22 March 2022.

Settlement of the Tranche 1 Offer Shares (other than Tranche 1 Offer Shares allocated to Awilco AS) is expected to take place on or about 24 March 2022 on a delivery versus payment basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement (the "Share Lending Agreement") entered into between the Company, Awilco AS and SB1M. The Tranche 1 Offer Shares issued pursuant to the Authorisation will be used to settle the share borrowing from Awilco AS made under the Share Lending Agreement as well as for delivery of Tranche 1 Offer Shares allocated to Awilco AS.

Completion of Tranche 2 is subject to (i) the extraordinary general meeting of the Company expected to be held on or about 5 April 2022 (the "EGM") resolving to issue the Tranche 2 Offer Shares and (ii) the registration of the share capital increase pertaining to the Tranche 2 Offer Shares with the Norwegian Register of Business Enterprises and the Tranche 2 Offer Shares being registered in the VPS. Completion of Tranche 1 will not be conditional upon the completion of Tranche 2, and the applicants' acquisition of Tranche 1 Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2, for whatever reason, is not completed. Investors that are allocated shares in the Private Placement undertake to vote in favour of Tranche 2 at the EGM.

Following registration of the new share capital pertaining to Tranche 1 of the Private Placement, the Company will have a share capital of NOK 52,802,094 divided into 26,401,047 shares, each with a par value of NOK 2.00. Following registration of the new share capital pertaining to Tranche 2 of the Private Placement, and subject to fulfilment of the conditions for Tranche 2, the Company will have a share capital of NOK 57,076,396 divided into 28,538,198 shares, each with a par value of NOK 2.00.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current market conditions and the growth opportunities currently available to the Company. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. The board of directors does on this basis not intend to propose a subsequent repair offering directed towards shareholders who did not participate in the Private Placement to the EGM.

The following persons discharging managerial responsibilities ("Primary Insiders") and close associates have been allocated Offer Shares:

- The Company's largest shareholder, Awilco AS (represented on the Board by Jens-Julius Ramdahl Nygaard) was allocated 6,250,000 Offer Shares.

- QVT Financial LP (represented on the Board by Dan Gold) was allocated 776,780 Offer Shares.

- The Company's CEO, Lars-Henrik Røren through Røren Invest AS, was allocated 31,250 Offer Shares.

- The Company's COO, Christopher Andersen Heidenreich through Aconcaqua AS, was allocated 15,625 Offer Shares.

- The Company's CFO, Marius Magelie through MGM invest AS was allocated 39,062 Offer Shares

- The Chairman of the Board of Directors, Sigurd E. Thorvildsen through Millennium Falcon AS, was allocated 156,250 Offer Shares.

- Board member Jens-Julius Ramdahl Nygaard was allocated 46,875 Offer Shares.

- Board member Synne Syrrist was allocated 12,500 Offer Shares.

- Board member Cathrine Haavind through CAH Holding AS was allocated 6,250 Offer Shares.

A stock exchange release on transactions carried out by Primary Insiders and close associates in accordance with the market abuse regulation will be published separately.

Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in connection with the Private Placement. Advokatfirmaet Grette AS is acting as legal counsel to the Managers in connection with the Private Placement.

For more information, please contact:

Lars-Henrik Røren, CEO Integrated Wind Solutions

+47 98 22 85 06

lhr@integratedwind.com

Marius Magelie, CFO Integrated Wind Solutions

Phone: +47 920 27 419

E-mail: mm@integratedwind.com

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Marius Magelie, CFO on 22 March 2022 at 08.00 CET on behalf of the Company.

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 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. 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 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 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 its 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.