Norse Atlantic ASA

Share Issue/Capital Change • Oct 27, 2025

Norse Atlantic ASA: Executes strategic NOK 113.7 million private placement at market price, widening international shareholder base

Norse Atlantic ASA: Executes strategic NOK 113.7 million private placement at market price, widening international shareholder base

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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Arendal, Norway, 27 October 2025: Norse Atlantic ASA ("Norse Atlantic" or the

"Company") is pleased to announce that it has successfully secured approximately

NOK 113.7 million in new equity through a private placement of 14,780,242 new

shares (the "Private Placement") towards selected strategic investors

("Participating Investors"), further widening the international shareholder

base, as well as the Company's two largest shareholders, B T Larsen & Co Ltd

("BTLCo") and Songa Capital AS ("Songa"). The subscription price in the Private

Placement was set at market price of NOK 7.6938 per share, equal to the volume

weighted average price (VWAP) over the three last trading days prior to the

Private Placement (the "Subscription Price").

Bjørn Tore Larsen, CEO of Norse Atlantic, comments: "This investment at current

market price is a clear validation of Norse Atlantic's progress as a leading

long-haul, low-cost airline with efficient operations. The commitment by leading

shareholders and new high-quality investors with extensive airline industry

knowledge, reflects strong confidence in Norse Atlantic's strategic development

and financial outlook.

We are now implementing our dual strategy business model from a position of

strength with record load factors year-to-date and a leaner cost base. The

proceeds from the placement further enhance our financial flexibility,

supporting our plan to deliver material cash flow and long-term value creation

for our shareholders".

The Private Placement

The new shares will, following their issuance, represent approx. 9.1% of the

Company's outstanding shares.

The net proceeds from the Private Placement will be used to further strengthen

the Company's financial position, as well as for general corporate purposes.

The Participating Investors in the Private Placement have in total subscribed

for 8,925,262 new shares; Futrono Investment Spa and related parties have

subscribed for 3,925,262 new shares; Estrella Del Sur Limitada have subscribed

for 2,500,000 new shares; and Mulina Overseas Corp have subscribed for 2,500,000

new shares.

Furthermore, BTLCo have subscribed for 4,354,980 new shares, and Songa have

subscribed for 1,500,000 new shares.

The Participating Investors intend to nominate one joint candidate to the board

of directors of Norse Atlantic (the "Board") at the Company's annual general

meeting to be held during the first half of 2026. In anticipation of the annual

general meeting, the Company has confirmed its willingness to accommodate board

representation for the Participating Investors by way of appointment of a board

observer. Any appointment of an observer will be publicly announced.

Share capital increase

In connection with the Private Placement, the Board has resolved to increase the

share capital of the Company with NOK 7,390,121 by the issuance of 14,780,242

new shares, each with a nominal value of NOK 0.50, pursuant to an authorization

granted by the Company's annual general meeting on 18 June 2025.

Equal treatment considerations - Subsequent Offering

The Private Placement entails a deviation from the shareholders' pre-emptive

rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited

Companies Act. The Board has diligently considered that this deviation is in the

best interest of the Company and its shareholders. Moreover, the Board is of the

opinion that the Private Placement is in compliance with the equal treatment

obligations under the Norwegian Securities Trading Act section 5-14 and section

4 of the recommendations by the Norwegian code of corporate governance.

In its assessment, the Board emphasized that the Private Placement enables

efficient equity raising, deepens relationships with strategic investors, and

avoids financial dilution as shares are issued at the current market price of

the Company's shares.

To facilitate equal treatment, the Board will consider, subject to completion of

the Private Placement, relevant corporate resolutions, prevailing market price

and traded volume of the Company's shares and publication of a national

prospectus, that a subsequent offering (the "Subsequent Offering") is carried

out by the issuance of up to 12,092,853 new shares, at the Subscription Price,

which equals up to NOK 93.04 million in gross proceeds. The Board reserves the

right to limit the size of the Subsequent Offering to a number of shares which

equals a NOK amount equivalent to less than EUR 8 million in gross proceeds, in

accordance with the requirements for a national prospectus. If pursued, the

Subsequent Offering will be directed at shareholders of the Company as per 27

October 2025 (as registered with the VPS two trading days thereafter), excluding

the shareholders participating in the Private Placement, who are not resident in

a jurisdiction where such offering would be unlawful or would (in jurisdictions

other than Norway) require any prospectus, filing, registration or similar

action (the "Eligible Shareholders"). The Eligible Shareholders will receive non

-transferrable subscription rights in the Subsequent Offering. Over-subscription

with subscription rights, as well as subscription without subscription rights,

will not be permitted in the Subsequent Offering. The subscription period for

the Subsequent Offering will commence following the publication of a national

prospectus, expected before year-end 2025.

Further information on any Subsequent Offering will be provided in a separate

stock exchange announcement.

The Board reserves the right in its sole discretion to not conduct or to cancel

the Subsequent Offering.

Advisors

Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in

connection with the Private Placement.

Contacts:

Investors: CFO, Anders Hall Jomaas, anders.jomaas@flynorse.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant the Norwegian Securities Trading Act section 5-12.

This stock exchange announcement was published by Anders Jomaas on the time and

date provided.

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness.

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, Japan, Hong Kong, South Africa or any other jurisdiction

where to do so would constitute a violation of the relevant laws of such

jurisdiction. The publication, distribution or release of this announcement may

be restricted by law in certain jurisdictions and persons into whose possession

any document or other information referred to herein should inform themselves

about and observe any such restriction. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act, and may not be offered or sold in the

United States absent registration with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

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 the offer

without an approved prospectus in such EEA Member State. The expression "EU

Prospectus Regulation" means Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 (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 "qualified investors" within the meaning of the

EU Prospectus Regulation as it forms part of English law by virtue of the

European Union (Withdrawal) Act 2018 and 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 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.

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", "aim", "expect",

"anticipate", "intend", "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 believes 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 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. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance. The Company and its respective affiliates

expressly disclaims any obligation or undertaking to update, review or revise

any forward-looking statement contained in this announcement whether as a result

of new information, future developments or otherwise. The information, opinions

and forward-looking statements contained in this announcement speak only as at

its date and are subject to change without notice.