Moreld AS — Share Issue/Capital Change 2025

Jan 17, 2025

Moreld AS: End of stabilisation period and partial exercise of greenshoe option

Moreld AS: End of stabilisation period and partial exercise of greenshoe option

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Stavanger, 17 January 2025: Reference is made to the stock exchange announcement made by Moreld AS ("Moreld" or the "Company") on 19 December 2024 regarding potential stabilisation activities in respect of the shares in Moreld in connection with the private placement of shares in the Company (the "Private Placement") and the admission to trading of the Company's shares on Euronext Growth Oslo.

Pareto Securities AS (the "Stabilisation Manager"), acting as stabilisation manager in connection with the Private Placement on behalf of the Managers (as defined below), hereby gives notice that the stabilisation period has ended. Stabilisation activities have been undertaken on Euronext Growth Oslo between 19 December 2024 and

17 January 2025, and a total of 3,472,977 shares in the Company have been purchased as part of the stabilisation activities. The shares were purchased at a volume weighted average price of NOK 13.4754 per share, and within the daily price ranges as set out in the attached stabilisation notice.

The Stabilisation Manager will redeliver the 3,472,977 shares purchased through stabilisation transactions to Allard 2 Limited and Sona Credit Master Fund Limited, Sona Capital Solutions II SCSp and Sona Blue Peak Limited, in accordance with the terms of the share lending arrangement between the parties. The shares borrowed from Allard 2 Limited (a close associate of Julian Mcintyre, chair of the Company's board) will be redelivered after the expiry of the current closed period pursuant to the EU Market Abuse Regulation, expected on 14 February 2025.

The Stabilisation Manager has, on behalf of the Managers, partially exercised its option to require the Company to issue 3,727,023 new shares in the Company at a price of NOK 13.95 per share, equal to the offer price in the Private Placement. Further information about the Company's resolution to issue the new shares to the Stabilisation Manager will be made in due course.

The net profit generated from the stabilisation activities conducted by the Stabilisation Manager during the stabilisation period shall be for the benefit of the share lenders.

Advisors:

Pareto Securities AS and SpareBank 1 Markets AS acted as joint global coordinators and Fearnley Securities AS acted as co-manager in the Private Placement (collectively, the "Managers").

Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the Company, Marriott Harrison is acting as UK legal counsel to the Company, and Carter Ledyard & Milburn LLP is acting as US legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.

This information is subject to the disclosure requirements in article 6 no. 3 and article 8 of Commission Delegated Regulation (EU) 2016/1052.

For more information, please contact:

CEO Geir Austigard

Telephone: +47 992 47 500

Email: Geir.austigard@moreld.com

CFO Trond Rosnes

Telephone: +47 404 14 494

Email: Trond.rosnes@moreld.com

About Moreld

Moreld is an industrial multi-disciplinary engineering group offering full-scope services across the offshore energy and marine industries including subsea installations. The group comprises Moreld Apply, Ocean Installer and Global Maritime. Moreld is a major player on the Norwegian continental shelf with an international footprint. The Group is located in 19 countries, giving access to all major offshore markets, and has over 2,800 employees and contractors. For more information, please visit https://moreld.com/.

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials 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 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 herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

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 EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).

In the United Kingdom, this communication is only addressed to and is only directed at qualified investors who 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and 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 to 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.

This communication contains certain forward-looking statements concerning future events. 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 communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. The Company believes that these assumptions were reasonable when made. However, 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. 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.

The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this communication whether as a result of new information, future developments or otherwise.

The Managers are acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. 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 of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.