Seaway 7 ASA

Investor Presentation • Aug 27, 2021

Q2 2021

Financial report

© OHT ASA 27 August 2021 | Torgeir E. Ramstad | CEO Tom E. Jebsen | CFO

Disclaimer

This presentation (the "Presentation") has been prepared by OHT ASA ("OHT" or the "Company") exclusively for information purposes, is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. The Presentation does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite, subscribe for or otherwise acquire securities in the Company.

The Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in the Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in the Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to its actual results.

The Presentation contains information obtained from third parties. You are advised that such third-party information has not been prepared specifically for inclusion in the Presentation and the Company has not undertaken any independent investigation to confirm the accuracy or completeness of such information.

Several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in the Presentation. Should any risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Presentation.

No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or any of its parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of the Presentation.

By attending or receiving the Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.

The Presentation speaks as of 27 August 2021. Neither the delivery of this Presentation nor any further discussions of the Company with any attendee or recipient shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date.

© OHT ASA

Agenda

01	First Half 2021 Financial Report
02	Operations and projects
03	Newbuilding status
04	Combining with the Subsea 7 renewables business unit
05	Market & Outlook

Second Quarter 2021

Q2 2021 Income Statement

in \$ thousands	Q2 2021	Q1 2021
Total revenue	17,752	11,666
Voyage expenses	7,071	4,848
Ship operating expenses	4,179	4,236
Other operating expenses	218	241
General and administrative expenses	2,425	2,457
Operating profit (loss) before depreciation and amortization expenses ("EBITDA")	3,859	(116)
Depreciation and amortization expenses	4,065	4,028
Operating loss	(206)	(4,144)
Net financial income (expenses)	59	(119)
Net loss	(147)	(4,263)
Basic and diluted loss - \$ per share	(0.001)	(0.035)

Comments

• TCE per day \$22,300 in Q2 2021, up from \$17,600 in Q1 2021. Utilization on the fleet was 93% in Q2 2021, up from 90% in Q1 2021.
• OPEX per day \$9,185 in Q2 2021.
• EBITDA was \$3.9 million in Q2 2021, compared to negative \$0.1 million in Q1 2021.

Second Quarter 2021

Q2 2021 Balance sheet and Cash flow

in \$ thousands	30 June 2021	31 March 2021
Non-current assets	263,863	259,856
Bank deposits and cash equivalents	16,978	16,276
Other current assets	19,267	21,259
Total Assets	300,108	297,391
Total Equity	229,318	229,464
Non-current lease liabilities	2,197	2,492
Debt to credit institutions	21,474	21,422
Total current liabilities	47,118	44,012
Total equity and liabilities	300,108	297,391
in \$ thousands	Q2 2021	Q1 2021
Net cash flow from operating activities	9,338	3,877
Net cash flow used in investment activities	(8,403)	(24,201)

Net cash flow from financing activities (233) 21,813

Comments

• Contingent liabilities related to Alfa Lift and VIND 1 specified in note 10, totalling \$381 million.
• \$28 million undrawn from RCF at end of Q2 2021.

Status financing

• In our Q1 report we confirmed to have accepted a firm offer, subject to satisfactory documentation, for a \$135.0 million Senior Secured Green ECA Credit Facility agreement for the post-delivery financing of the wind foundation installation vessel Alfa Lift.
• After our 8 July announcement of OHT combining with Subsea 7's renewables business, we approached the financiers for a "time out" until the completion of the combination.
• Subsea 7 will contribute assets free of net debt or excess cash and will provide financial support for Seaway 7 ASA's working capital needs.
• Future capital expenditures are expected to be met through operating cashflows and, if required, new debt facilities supported by Subsea 7.

Accounting treatment and listing prospects

Accounting treatment of combination

• OHT ASA will be surviving entity and renamed to Seaway 7 ASA.
• From an accounting perspective Subsea 7's renewables business unit will be deemed to have acquired OHT ASA through a reverse takeover.
• Combination date 1 October.
• Q3 reporting will show current OHT ASA.
• Q4 reporting will show Seaway 7 Group.

Listing prospects

• Seaway 7 ASA will keep its Euronext Growth listing.
• Shareholder Lotus Marine has been approved as part of free liquidity by OSE, so as a start Seaway 7 will have 14% free float.
• To be able to transfer to the main board, free float must be increased to minimum 25% (in some cases 20% may be accepted).

Transportation

Operations and projects

• Activity levels and pricing continue to improve as predicted.
• Utilisation in Q2 was 93%, up from 90% in Q1 and Opex was in line with budget at \$9,185 per day.
• Cumulative savings on fuel cost due to scrubber installations made in 2019 stand at \$9.9 million, corresponding to a payback on Capex of 87% so far.

Albatross with offshore wind jack-up "Apollo" on the way to China. Image courtesy Piet Sinke.

Hawk with a floating dock measuring 180 x 37m from Abu Dhabi to Brest.

Windfarm Installation – high-quality project pipeline

None of our target contracts have yet been awarded for 2024 or beyond

Installation

Operations and contracts

• The Dogger Bank A and B projects are in detail design and showing good progress.
• Continuing dialogue with the client regarding impact of certain changes introduced by the client.
• Subcontracts for grillage and lifting equipment have been placed or are imminent.
• No undesired incidents and the Client relationship remains good and constructive.
• Start offshore construction in Q3 2022.

Installation of Transition Piece following Monopile installation.

Newbuilding status

Alfa Lift

• General vessel construction has progressed satisfactorily.
• All preparations for crane installation were completed in May, and the main crane has since been installed onboard.
• The first two generator sets have been started and run.
• Shipyard maintains vessel delivery end 2021, but as we will install mission equipment before departure from China, we will keep the vessel at the shipyard in Q1 2022.

VIND 1

• Detailed design: 67% of documents Issued for Approval.
• All key equipment selected, VDL target of >10,000t.
• Delivery mid-2023.

Combining complementary strengths to become a leading player

Focus will solely be on bottom-fixed offshore wind

Twelve high-end vessels including two newbuilds

Covering all segments within the bottom fixed offshore wind value chain

Proximity to all the key clients and markets

Status merger process

On track for the merger to be completed on 1 October 2021

• Integration planning on schedule.
• Approval process from relevant competition authorities is ongoing.
• Positive outcome from Employee Consultation process, and Works Council approvals process completed.
• As announced previously, Board approval is secured from Subsea 7 ASA and approval by Subsea 7's shareholders is not required.
• The two largest owners in OHT, representing 76.7% of all shares, have already confirmed they will support the combination.
• Closing of the transaction is anticipated on 1 October 2021.

Market and Outlook

Offshore wind

Transportation

• We have already seen improved utilisation and stronger pricing, and prices will continue to increase.
• We see a material reduction of available capacity due to competitors' backlog on large oil & gas projects which have not been targeted by the Company.
• Bidding Offshore Wind related transportation projects up until 2027, which will represent a substantial part of the market with foundation components to be transported
  • from Asia to Europe, and
  • From Europe to the US.
• This is a strategically important market segment in support of our offshore wind strategy.

Installation

• Government ambitions continue to increase.
• Many question if ambitions are realistic, due to bottlenecks in permitting, planning and not least the supply chain.
• There will be a critical bottleneck especially within monopile installation from 2024/25, with no international newbuilds having been announced in the last 22 months and long lead times for any new vessel ordering.
• Both our newbuilds are available from 2024 onwards.
• We will continue to be disciplined wrt pricing and are confident that our timing to market is right.
• Immediate positive market synergies will be gained from the formation of Seaway 7 ASA.

© OHT ASA

16

Thank you

Torgeir Ramstad

Tom Jebsen

CEO tr@oht.no CFO

tj@oht.no