Standard Supply AS — Capital/Financing Update 2022

Nov 4, 2022

CONTEMPLATED PRIVATE PLACEMENT

CONTEMPLATED PRIVATE PLACEMENT

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 4 November, 2022

Standard Supply AS (“Standard Supply” or the “Company”) is contemplating a private placement of new shares (the "Private Placement" and the “New Shares”) in the Company (the “Offering”) raising gross proceeds of up to approximately NOK 200 million directed towards certain investors, including existing shareholders and new potential investors. Standard Supply has retained Arctic Securities AS, Clarksons Securities AS and Pareto Securities AS as Joint Lead Managers and Bookrunners (together the "Managers") as advisors in connection with the Private Placement.

The Company intends to use the net proceeds from the Private Placement to fund further fleet growth in the PSV segment and for general corporate purposes. The subscription price per New Share will be a fixed price of NOK 4.70, and subject to full subscription of the Private Placement, the Company will issue a total of 42,553,192 New Shares.

Standard Supply will host an investor call on 04 November at 17:00 CET to provide an update on the business and the market. Log-in details and an investor presentation will be available on: https://event.on24.com/wcc/r/4016276/21619B435F94C96E218D1BA0B5021993

The Private Placement will be directed towards certain Norwegian and international institutional investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "U.S. Securities Act") and (ii) in the United States to investors that are either "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act or to "major U.S. institutional investors, as defined in SEC Rule 15a-6 to the United States Exchange Act of 1934. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000, provided that Standard Supply reserves the right to, at its sole discretion; allocate lower amounts to the extent applicable exemptions from the prospectus requirements set forth in Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations are available.

The application period will start on 04 November 2022 at 16:40 CET and end on 7 November 2022 at 08:00 CET. Standard Supply reserves the right to at any time and in its sole discretion resolve to close or extend the application period. Allocation of New Shares will be determined on or about 7 November 2022 by the Company's Board of Directors at its sole discretion and in consultation with the Managers. The Board of Directors may focus on allocation criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon and shareholder structure.

The Private Placement is expected to be settled with existing and unencumbered shares in the Company, pursuant to a share lending agreement (the "Share Lending Agreement") to be entered into between one of the Managers, the Company and S.D. Standard ETC PLC. The shares delivered to the subscribers will thus be tradable upon allocation. The share loan will be settled with the New Shares to be issued by the Company's Board of Directors pursuant to an authorization given by the Company's general meeting held on 10 June 2022

Completion of the Private Placement (by delivery of existing and unencumbered shares pursuant to the Share Lending Agreement to investors) is subject to the following conditions (the “Conditions”): (i) the corporate resolutions of the Company required to implement the issue of the New Shares, including the Company’s board of directors’ resolution to proceed with the Offering and increase the Company's share capital in order to issue the New Shares pursuant to an authorization given by the Company's general meeting held on 10 June 2022, and (ii) the Share Lending Agreement remaining unmodified an in full force and effect.

The Company has considered the Private Placement in light of the equal treatment obligations under the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange, and is of the opinion that the contemplated Private Placement is in compliance with these requirements. The Board of Directors has emphasized that the subscription price in the Private Placement is set out at a discount which is deemed customary in transactions of this size and type, and that, in light of the prevailing general market conditions it is beneficial for the Company and its shareholders to raise capital through a Private Placement, and without the significant discount typically seen in rights issues, and without the need for a guarantee consortium. Further, the Board will consider to carry out a subsequent offering following the Private Placement that, if carried out, will reduce dilution for existing shareholders that does not participate in the Private Placement. As a consequence of the Private Placement structure, the shareholders' preferential rights to subscribe for the New Shares will be deviated from.

Subject to successful completion of the Private Placement, the Company's Board of Directors will consider to carry out a subsequent offering of new shares in the Company directed towards shareholders in the Company as of 4 November 2022 (as registered in the VPS on 8 November 2022), who were not included in the pre-sounding phase of the Private Placement, were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in such subsequent offering will be the same as the subscription price in the Private Placement.

Advokatfirmaet CLP DA is acting as Norwegian legal counsel to Standard Supply.

For further information about the Private Placement please contact:

Espen Landmark Fjermestad, CEO of Standard Supply; Tel: +47 952 04 493

The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation for Standard Supply AS. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Espen Landmark Fjermestad, CEO, on the time and date provided.

Important information

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia). It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. Standard Supply does not intend to register any portion of any offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan, Hong Kong or the United States.

The issue, subscription or purchase of shares in Standard Supply is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither Standard Supply nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Managers are acting for Standard Supply and no one else in connection with the potential Private Placement in the Company and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Standard Supply's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.