Vow ASA — AGM Information 2024

Oct 29, 2024

Vow ASA: Notice of Extraordinary General Meeting in connection with the Rights Issue

Vow ASA: Notice of Extraordinary General Meeting in connection with the Rights Issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE

PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES

DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS

ANNOUNCEMENT.

Oslo, 29 October 2024: Reference is made to the stock exchange announcement

published by Vow ASA (the "Company") on 27 September 2024, regarding the

contemplated fully underwritten rights issue in the Company, raising gross

proceeds of NOK 250,000,000 (the "Rights Issue").

The Company hereby calls for an extraordinary general meeting to be held on

Tuesday 19 November 2024 at 18:00 hours (CET) to inter alia resolve (i) the

Rights Issue, and (ii) an authorisation to the board of directors of the Company

to issue new shares in connection with the settlement of fees to the

underwriters of the Rights Issue.

The subscription price in the Rights Issue, and thus the final number of new

shares and the exact amount of the share capital increase, will be set based on

the theoretical share price exclusive of the subscription rights (TERP) based on

the volume-weighted average price (VWAP) of the Company's shares on Euronext

Oslo Børs during the last three trading days prior to the extraordinary general

meeting (with the date of the extraordinary general meeting being the last day),

less a discount of approximately 30%. The proposed final subscription price in

the Rights Issue and thereby also the proposed exact number of new shares to be

issued will thus be announced on newsweb.no shortly prior to the extraordinary

general meeting. The final subscription price and final number of new shares to

be issued, will be determined by the extraordinary general meeting. Votes cast

at the general meeting, and voting instructions provided to proxies in advance

of the general meeting, will thus apply for the finally proposed resolution.

Further, reference is made to the stock exchange announcement published by the

Company on 11 September 2024, where it was announced that the chair of the board

of directors of the Company, Narve Reiten, recommended the nomination committee

to start the work to identify a new chair of the board. Following such

announcement, the nomination committee has held several meetings to discuss the

composition of the board of directors and identify potential candidates, with an

aim to ensure (i) that the recommendation reflects the views of the largest

shareholders, (ii) that the proposed board of directors has the necessary

expertise and experience to handle the Company's strategic and operational

challenges, and (iii) that the board of director's composition is balanced in

terms of gender.

On this background, the nomination committee proposes that the extraordinary

general meeting resolves to elect a new board of directors of the Company,

comprising the following members: Thomas Fredrick Borgen (chair), Egil Haugsdal

(board member), Elin Steinsland (board member), Maria Tallaksen (board member)

and Kristin Herder Kaggerud (board member), and that the new board of directors

accede their positions immediately following the extraordinary general meeting,

and is elected until the annual general meeting of the Company in 2026. The

nomination committee is also considering the possibility of proposing that an

additional member be elected to the Company's board of directors. This will in

case be announced on newsweb.no, at least one week prior to the extraordinary

general meeting is held.

The general meeting will be held electronically through Lumi AGM.

For more information, please see the attached notice of the extraordinary

general meeting. The nomination committee's recommendation will be available on

the Company's website, https://www.vowasa.com/.

For more information, please contact:

Henrik Badin, CEO, Vow ASA

Tel: +47 90 78 98 25

Email: henrik.badin@vowasa.com (mailto:henrik.badin@vowasa.com)

Tina Tønnessen, CFO, Vow ASA

Tel: +47 406 39 556

Email: tina.tonnessen@vowasa.com (mailto:tina.tonnessen@vowasa.com)

About Vow ASA

Vow and its subsidiaries Scanship, C.H. Evensen and Etia are passionate about

preventing pollution. The company's world leading solutions convert biomass and

waste into valuable resources and generate clean energy for a wide range of

industries. Advanced technologies and solutions from Vow enable industry

decarbonisation and material recycling. Biomass, sewage sludge, plastic waste

and end-of-life tyres can be converted into clean energy, low carbon fuels and

renewable carbon that replace natural gas, petroleum products and fossil carbon.

The solutions are scalable, standardised, patented, and thoroughly documented,

and the company's capability to deliver is well proven. The company is a cruise

market leader in wastewater purification and valorisation of waste. It also has

strong niche positions in food safety and robotics, and in heat-intensive

industries with a strong decarbonising agenda. Located in Oslo, the parent

company Vow ASA is listed on the Oslo Stock Exchange (ticker VOW).