Vår Energi ASA

Earnings Release • Jun 23, 2023

Vår Energi to acquire Neptune Energy's Norwegian oil and gas assets to accelerate growth and value creation on the NCS

Vår Energi to acquire Neptune Energy's Norwegian oil and gas assets to accelerate growth and value creation on the NCS

Sandnes, Norway, 23 June 2023: Vår Energi ASA (OSE: VAR) ("Vår Energi" or the

"Company") has today entered into an agreement with Neptune Energy Group

Holdings Limited to acquire 100% of the shares of Neptune Energy Norge AS

("Neptune Norway") for a cash consideration based on an agreed enterprise value

of USD 2.275 billion (the "Transaction") to accelerate growth and value creation

as a leading E&P independent on the Norwegian Continental Shelf (NCS).

In conjunction with the Transaction, Eni S.p.A ("Eni") has agreed to acquire the

remaining assets of Neptune group outside of Norway and Germany in a separate

transaction. Completion of both transactions is inter-conditional.

The Transaction will add scale, diversification and further longevity to Vår

Energi's portfolio. It is in line with the plan for growth and value creation,

path to ESG leadership and attractive distributions presented at the 2023

Capital Markets Update. The acquired assets are complementary to Vår Energi's

current portfolio and highly cash generative with low production cost and

limited near-term investments. The Transaction will strengthen the Company's

position in all existing hub areas and combine two strong organisations with

extensive NCS experience. It will be financed through available liquidity and

credit facilities and is expected to strengthen future dividend capacity.

Transaction rationale and highlights

· Ownership in 12 producing assets, three of which are operated by Neptune

Norway and seven by Equinor, leading to an increase in operatorship and further

strengthening the partnership between Vår Energi and Equinor

· Adding 67 kboepd of daily production for Q1 2023, ~265 mmboe of 2P reserves

(ASR 2022) and several near- and medium-term growth opportunities

· Material gas share in the portfolio amounting to 62% of production in Q1

2023

· Ownership in the strategically important Snøhvit gas field and the

associated Melkøya LNG plant, amplifying Vår Energi's position in the Barents

Sea Area with access to a longevity asset expected to produce towards 2050 and

ownership in the only existing gas export infrastructure in the area

· Strong hub strategy alignment across the Neptune Norway portfolio with

increased presence and ownership in the Njord, Fram and Gjøa areas

· Attractive pipeline of early-phase projects including Dugong, Blasto, Echino

South and numerous infrastructure-led exploration (ILX) opportunities around

existing hubs

· A highly competent organisation of ~300 FTEs to be fully integrated in the

Vår Energi organisation

· Strong HSSE statistics on operated assets

· Strengthened ESG position and credentials through existing assets and

ongoing electrification projects

· A highly cash generative portfolio strengthening future dividend capacity,

with low opex and limited near-term capex and decommissioning costs

· Vår Energi expects to realise USD ~300 million in synergies over time, from

a robust development and exploration portfolio, improved asset utilisation and

commercial optimisation of the gas sales strategy

"Neptune Norway is a perfect fit. It will add production of high-value barrels

and an asset portfolio supporting long-term sustained value creation and

underpin our plan to increase production by more than 50% by end-2025, while

significantly reducing unit production cost. The acquisition will strengthen our

position in core areas, support continuous asset optimisation and increase

operatorships, while providing attractive early phase projects and exploration

opportunities. We will also bring together two strong teams to realise our full

potential," said Torger Rød, the CEO of Vår Energi.

Proforma estimated figures for Vår Energi and Neptune Norway combined show a

production of 281 kboepd oil in the first quarter of 2023 and year-end 2022 2P

reserves of ~1.3 billion boe. The gas share of proforma reserves was 32%.

Proforma estimated emission intensity for the full year was 2022 ~6 kg CO2/boe

and production cost was USD ~12.5 per boe.

Transaction structure and completion

Neptune group is a leading independent E&P company with operations in the North

Sea, Germany, North Africa, Indonesia and Australia. Neptune Group, from which

the assets in Germany will be carved out, is owned by China Investment

Corporation (CIC), funds advised by Carlyle Group and CVC Capital Partners and

certain management owners.

In a separate transaction agreed in conjunction with the Transaction, Eni will

acquire the remaining assets of Neptune group except for Norway and Germany (the

"ROW Transaction"). Completion of the Transaction and the ROW Transaction are

inter-conditional.

The effective date of the Transaction will be 1 January 2023, with expected

completion in the first quarter of 2024, subject to the above-mentioned inter

-conditionality and certain customary closing conditions, including regulatory

approvals from competition authorities and the Norwegian Ministry of Petroleum

and Energy and the Ministry of Finance.

Following completion of the Transaction, Neptune Norway will be merged into Vår

Energi. All Neptune Norway employees will become employees of Vår Energi upon

the consolidation of the two companies.

Strong alignment with Vår Energi's strategy towards 2025 and beyond

In the first quarter of 2023, Neptune Norway produced 62% gas and LNG, 27% oil

and 11% NGLs, supportive of Vår Energi maintaining a strong commodity mix.

Approximately 42% of the production came from operated fields. The 2P reserves

as of end 2022 were 68% gas, 17% oil, 11% NGL and 4% condensate. Neptune Norway

has participated in seven discoveries since 2019, including Echino South and

Blasto, in which Vår Energi is a partner, and three operated discoveries in

Dugong, Hamlet and Ofelia.

Operating cost averaged approximately USD 9 per boe in 2022, which, combined

with limited capex and decommissioning costs following production start at

Njord, Bauge and Hyme in the first half of 2023, is supportive of high future

cash generation. Neptune Norway is actively pursuing low-carbon initiatives with

Gjøa already electrified, Gudrun (Sleipner) set to be electrified from the

fourth quarter of 2023, and Fram (Troll) in the process of establishing power

-from-shore. PDOs for Njord and Snøhvit electrification were submitted in late

2022. In 2022, Neptune Norway's emission intensity for operated assets was

approximately 2.4 kg CO\2 \per boe.

"Vår Energi and Neptune Norway share the same focus on safety and ESG leadership

through low-carbon barrels and electrification. The acquisition will expand our

hub strategy to new areas and key growth assets, including operatorship of

Fenja, Duva and Gjøa, with significant potential for infill and infrastructure

-led (ILX) activity. We will become a partner in the significant Snøhvit gas

field and the Melkøya LNG plant, the only gas export infrastructure in the

Barents Sea. We will also strengthen our partnerships with key NCS stakeholders

across the portfolio, including Equinor," adds Torger Rød, the CEO of Vår

Energi.

Financing

Vår Energi maintains a strong financial position and has significant flexibility

with USD 3.8 billion in available liquidity as of the end of the first quarter

of 2023. The total consideration will include customary adjustments for cash,

debt and working capital as at December 31 2022. The Transaction will be

financed through available liquidity including credit facilities and the Company

will assess the optimal capital structure ahead of completion.

The over-the-cycle leverage ratio target of NIBD/EBITDAX below 1.3x is

unchanged. The Company will maintain its dividend policy of distributing 20-30%

of cash flow from operations after tax, and the approximately 30% distribution

expected for 2023 remains unchanged.

Advisors

J.P. Morgan is acting as lead financial advisor to Vår Energi on the

Transaction. SpareBank 1 Markets AS is acting as financial advisor,

Advokatfirmaet Schjødt AS is acting as legal counsel, and Deloitte as finance

and tax advisor to the Company. Capient AS is acting as investor relations and

communications advisor.

Webcast

Vår Energi's CEO Torger Rød and CFO Stefano Pujatti will today, 23 June, at

10:00 CEST host a webcast followed by Q&A.

You can follow the presentation via webcast with supporting slides available on:

https://events.webcast.no/vaar-energi/TxBh8HyRnRpZ8Crk7i39/RY8RFFAXiglbTnvrZDK9

About Vår Energi

Vår Energi is a leading independent upstream oil and gas company on the

Norwegian continental shelf (NCS). We are committed to deliver a better future

through responsible value driven growth based on over 50 years of NCS

operations, a robust and diversified asset portfolio with ongoing development

projects, and a strong exploration track record. Our ambition is to be the

safest operator on the NCS, the partner of choice, an ESG leader with a tangible

plan to reduce emissions from our operations by 50% within 2030.

Vår Energi has more than 900 employees and equity stakes in 39 fields and the

company produced net 220,000 boe per day in 2022. We have our headquarters

outside Stavanger, Norway, with offices in Oslo and Hammerfest. To learn more,

please visit varenergi.no.

About Neptune Group

Neptune is an independent global E&P company with operations across Europe,

North Africa and Asia Pacific. The business had production of 135,000 net

barrels of oil equivalent per day in 2022 and 2P reserves at 31st December 2022

of 552 million barrels of oil equivalent. Neptune aims to store more carbon than

is emitted from its operations and the use of its sold products by 2030. The

Company, founded by Sam Laidlaw, is owned by CIC, funds advised by Carlyle Group

and CVC Capital Partners and by certain management owners.

More information: www.neptuneenergy.com

Contact

Investor relations

Ida Marie Fjellheim, Head of Investor Relations

+47 90509291

ida.fjellheim@varenergi.no

Media relations

Andreas Wulff, Communication Manager

+47 92616759

andreas.wulff@varenergi.no

This release contains information considered to be inside information pursuant

to the EU Market Abuse Regulation and is subject to the disclosure requirements

pursuant to Section 5-12 the Norwegian Securities Trading Act. The release was

published by Ida Marie Fjellheim, Head of Investor Relations at Vår Energi ASA,

on 23 June 2023 at 07:45 CEST.

Important information

The release is an announcement issued pursuant to legal information obligations.

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 release and any materials distributed together or in connection with this

release may contain certain forward-looking statements. By their nature, forward

-looking statements involve risk and uncertainty because they reflect the

Company'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.