TGS ASA — Capital/Financing Update 2021

Mar 18, 2021

FRØY ASA – PUBLICATION OF PROSPECTUS AND LAUNCH OF INITIAL PUBLIC OFFERING

FRØY ASA – PUBLICATION OF PROSPECTUS AND LAUNCH OF INITIAL PUBLIC OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

FRØY ASA – PUBLICATION OF PROSPECTUS AND LAUNCH OF INITIAL PUBLIC OFFERING

Sistranda, 18 March 2021: Frøy ASA (“Frøy” or the “Company”, and together with its consolidated subsidiaries, the “Group”) today announces the terms of its initial public offering and listing on the Oslo Stock Exchange.

Reference is made to the announcement released by Frøy ASA ("Frøy" or the "Company") on 3 March 2021 regarding the intention to launch an initial public offering of shares and apply for a listing of the Company's shares on the Oslo Stock Exchange (the “IPO" or the "Offering”). Frøy has now resolved to launch the IPO and expects to submit the application for listing of its shares on the Oslo Stock Exchange, today. Subject to approval of the listing application and a successful completion of the Offering, the shares of Frøy are expected to be admitted to listing and commence trading on the Oslo Stock Exchange on or about 29 March 2021 under the ticker symbol “FROY”.

Timeline and offer period

The bookbuilding period for the Institutional Offering will commence today, on 18 March 2021 at 09:00 hours (CET) and run until 16:30 hours (CET) on 25 March 2021. The application period for the Retail Offering and the Employee Offering will commence today, on 18 March 2021 at 09:00 hours (CET) and run until 16:30 hours (CEST) on 25 March 2021. The bookbuilding period and the application period may be extended at any time, but will in no event be extended beyond 14:00 hours (CET) on 7 April 2021.

In the event of an extension of the bookbuilding period and the application period, the allocation date, the payment due date and the date of the listing on the Oslo Stock Exchange may be changed accordingly.

The Offering

The indicative non-binding price range at which the Offer Shares (as defined below) will be offered has been set to between NOK 61 and 68 per Offer Share (the “Offer Price”), corresponding to a pre-money equity value of the Company of between NOK 4,26 and NOK 4,75 billion, and between NOK 5,26 and 5,75 billion after issuance of the New Shares (as defined below).

The Company intends to raise gross proceeds of up to approximately NOK 1,000 million by issuing up to 16,393,442 new shares (the "New Shares") in the Offering. Furthermore, up to 16,393,442 existing shares (the "Sale Shares") will be offered by the Company's existing shareholder NTS ASA (the “Selling Shareholder”). In addition, up to 4,918,032 shares may be over-allotted in the Offering, representing approximately 15% of the total number of shares offered in the Offering (the “Additional Shares”, and together with the New Shares and the Sale Shares, the “Offer Shares”). To facilitate such over-allotment, the Selling Shareholder will grant Nordea Bank Abp, filial i Norge, acting as stabilisation manager on behalf of the Joint Global Coordinators (as defined below), an option to borrow a number of existing shares in the Company equalling the number of Additional Shares. The Selling Shareholder will furthermore grant the stabilisation manager an option (the “Greenshoe Option”) to purchase up to a number of shares equalling the number of Additional Shares at the Offer Price to cover any short positions resulting from any over-allotments made. The Greenshoe Option will be exercisable, in whole or part within a 30-day period from the first day of trading in the Company’s shares on the Oslo Stock Exchange.

The Company will receive the proceeds from the sale of New Shares and the Selling Shareholder will receive the proceeds from the sale of Sale Shares and any shares sold under the Greenshoe Option. The net proceeds from the Offering received by the Company will be used to establish a sustainable long-term financial platform, to pursue growth opportunities, organizational development and general corporate purposes, in line with the Company’s strategy.

The following primary insiders, members of the Board and Executive management of each of Frøy and NTS ASA have confirmed that they will apply for Offer Shares in the Offering as follows:

• Helge Gåsø (CEO Frøy) and Anders Gåsø (head of market and development, Frøy): NOK 20 million through Gåsø Næringsutvikling AS

• Arne Rødsjø (CFO, Frøy): NOK 850,000 through Sørlia AS

• Harry Bøe (Board member, Frøy and CEO, NTS ASA): NOK 15 million through Skipsinvest AS

• Sondre Vevstad (Investor Relations, Frøy): NOK 500.000 through Ocean Capital Advisers AS

• Nils Martin Williksen (Chairman of the Board, NTS ASA): NOK 2 million through Nils Williksen AS

• Odd Reidar Øye (Board member, NTS ASA), Kari Øie Nilsen and Vidar Øie Nilsen (both deputy board members of NTS ASA): NOK 20 million through Amble Investment AS

• Vidar Kjesbu (Board member, NTS ASA): NOK 500,000

• Grete Rekkebo Brovoll (Board member, NTS ASA): NOK 300,000

The Company, the Selling Shareholder and members of the Company's management and Board of Directors have entered into customary lock-up arrangements with the Joint Global Coordinators that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Joint Global Coordinators, issue, sell or dispose of shares, as applicable, for a period of twelve months as further set out in Prospectus (as defined below).

After completion of the Offering, it is expected that the free float of Frøy will be up to approximately 40%. However, the final number of Offer Shares will be determined by the Company and the Selling Shareholder, in consultation with the Joint Global Coordinators, after completion of the bookbuilding period in the institutional offering.

Offering details:

The Offering will consist of:

(i) An Institutional Offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway (b) investors outside Norway and the United States, subject to applicable exemptions from any prospectus and registration requirements, and (c) investors in the United States who are QIBs as defined in Rule 144A under the U.S Securities Act, and in reliance on, Rule 144A or another available exemption from, or in transactions not subject to, the registration requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,000,000.

(ii) A Retail Offering, in which Offer Shares are being offered to the public in Norway, subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit.

(iii) An Employee Offering, in which Offer Shares are being offered to the Eligible Employees, subject to a lower limit of NOK 10,500 and an upper limit per application of NOK 1,000,000 for each Eligible Employee, in all cases subject to a maximum subscription in Employee Offering to be determined. In case the aggregate subscriptions of the Eligible Employees exceeds the maximum subscription in the Employee Offering of NOK 50,000,000, the Board of Directors may perform a downward adjustment of all subscriptions in proportion to the individual Eligible Employee's subscription, partially or in whole. Each Eligible Employee will receive a discount of 15% on the aggregate amount payable for the Offer Shares allocated to such employee. The discount is based on a lock-up period on the Offer Shares, so that the employees may not, for a period of three years after the Listing, sell, contract to sell or otherwise dispose of the Shares, subject to certain exceptions (e.g. an offer to buy 100% of the shares in the Company accepted by shareholders representing more than 90% of the then outstanding shares in the Company). Multiple applications by one applicant in the Employee Offering will be treated as one application with respect to the maximum application limit and the guaranteed allocation.

It has been provisionally assumed that approximately 90-95% of the Offering will be allocated in the Institutional Offering and that approximately 5-10% of the Offering will be allocated in the Retail Offering and the Employee Offering. The final determination of the number of Offer Shares allocated in the Institutional Offering and the Retail Offering and Employee Offering will, however, only be decided by the Company, in consultation with the Joint Global Coordinators, following completion of the bookbuilding process for the institutional offering

Prospectus

The further details of the Offering and the terms thereof are set out in the prospectus prepared by the Company in connection with the Offering, dated and approved by the Financial Supervisory Authority of Norway on 17 March 2021 (the "Prospectus"). The Prospectus and the application form for the retail offering and the employee offering will, subject to regulatory restrictions in certain jurisdictions, be available at www.nordeamarkets.com/froy, www.danskebank.no/froy and www.sb1markets.no before 09:00 CET today. In addition, the Prospectus will be made available at the Company's website www.froygruppen.no.

Conditions for the Offering

The Company expects to apply for listing of its shares on the Oslo Stock Exchange on or about 18 March 2021. It is expected that the Oslo Stock Exchange will approve the listing application on or about 23 March 2021.

Completion of the Offering is conditional on the Oslo Stock Exchange approving the application for listing of the Company's shares and the satisfaction of any conditions for admission to trading set by the Oslo Stock Exchange. Completion of the Offering is otherwise conditional on (i) the Company and the Selling Shareholder, in consultation with the Joint Global Coordinators, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process and (ii) the Company's Board of Directors resolving to proceed with the Offering and resolving to issue the New Shares. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended without any compensation to applicants.

Advisors

Danske Bank, Norwegian branch, Nordea Bank Abp, filial i Norge, and SpareBank 1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in the Offering (together the “Joint Global Coordinators”). Arntzen de Besche Advokatfirma AS is acting as legal advisor to the Company. Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global Coordinators.

For further information, please contact:

Helge Gåsø, CEO

+47 901 01 101

Arne Rødsjø, CFO

+47 954 12 340

Sondre Vevstad, IR

+47 936 54 555

Important notices

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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 part of the offering or its 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 in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

This communication is only being distributed to and is only directed at persons in the United Kingdom 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 for 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.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This announcement does not constitute a prospectus and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in any prospectus published by the Company in connection with the potential offering and admission of such securities to trading and listing on the Oslo Stock Exchange. Copies of any such prospectus will, following publication, be available from the Company's registered office.

The Joint Global Coordinators and their affiliates are acting exclusively for the Company and no-one else in connection with the intended offering. They will not regard any other person as their respective clients in relation to the intended offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

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", "expect", "anticipate", "strategy", "intends", "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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither of the Joint Global Coordinators 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 in the Company. Neither the Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement.