Norwegian Air Shuttle ASA — M&A Activity 2020

Apr 30, 2020

Norwegian Air Shuttle ASA – revised offer to bondholders

Norwegian Air Shuttle ASA – revised offer to bondholders

Fornebu, Norway – 30 April 2020

Reference is made to the stock exchange announcements from Norwegian Air Shuttle ASA (the “Company”) dated 27 April 2020 and 28 April 2020, relating to bondholder meetings to be held on 30 April 2020 in respect of NAS07, NAS08, NAS09 and the USD 150 million convertible bond issue with ISIN NO 0010868284 (the “CB”).

Following further discussions with bondholders, as well as with certain other stakeholders, the Company has concluded to further amend the proposal put forward to its bondholders. Among other things, the Company proposes to (i) give bondholders a partial right preferred allocation should the Company launch a public equity offering, (ii) relax and shorten the lock-up period for shares received in the proposed conversion, (iii) give bondholders in CB a conversion right under the CB immediately after the proposed conversion, (iv) undertake to ring-fence and pledge slot proceeds for the benefit of bondholders in NAS07 and NAS 08 and (v) include the possibility for a reinstatement of up to 20% of principal post conversion under NAS07 and NAS08.

The meeting will be held open until 23:00 hours CEST. This is the Company's final offer.

The notice of the amendment to the proposals for the respective bond issues are attached and available on www.newsweb.oslobors.no and www.stamdata.com.