Vow ASA — M&A Activity 2025

May 16, 2025

Vow ASA - Vow supports proposed new strategic ownership of VGM with undertaking to tender its shares in the company

Vow ASA - Vow supports proposed new strategic ownership of VGM with undertaking to tender its shares in the company

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH

AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

Vow ASA ("Vow" or the "Company") refers to the stock exchange announcement made

earlier today by Vow Green Metals AS ("VGM") and Midas Industri AS, a newly

incorporated Norwegian private limited liability company indirectly owned by

HitecVision New Energy Fund 2 SCSp, regarding a contemplated recommended

voluntary cash offer to acquire all of the issued and outstanding shares except

for the shares owned by certain shareholders that will roll their shares,

outside of the offer in VGM (the "Offer").

VGM has been an important customer for Vow. Its pioneering production plant in

Norway was the first industry scale application of Vow's pyrolysis technology

for production of advanced biocarbon, which can replace fossil carbon in the

production of various metals. VGM has since secured off-take agreements with

metal companies for its entire current production capacity.

About the transaction

Vow holds 50,173,890 shares in VGM, representing 24.74% of the total issued and

outstanding shares in VGM. Vow has undertaken to irrevocably accept the Offer

for all its shares. To finance the costs relating to VGM's termination with

Obligo, Vow has agreed to provide a 22.5 million convertible loan with a 10% PIK

interest to VGM maturing on 1 August 2025 with a right for VGM to convert the

loan to shares at NOK 0.40 per share if the Offer does not materialize. Vow will

finance the loan by way of a loan from DNB in the same amount. Further, Vow has

accepted a reduced offer price for its shares in the Offer of NOK 0.70.

In connection with the Offer, the Company has agreed to provide a guarantee of

NOK 10 million on behalf of VGM relating to a new bridge financing facility with

DNB Bank ASA. For more information about this and other details about the Offer,

please see the stock exchange announcement made earlier today by VGM.

DNB Carnegie is acting as financial advisor to Vow, while Wikborg Rein is acting

as the Company's legal advisor.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and Section 5-12 of the Norwegian Securities Trading

Act. This stock exchange announcement was published by Cecilie Brænd Hekneby

(CFO), at the date and time as set out above.

For further information, please contact:

Jonny Hansen, Interim CEO, Vow ASA

Tel: +47 901 891 81

Email: jonny.hansen@vowasa.com

Cecilie Brænd Hekneby, CFO, Vow ASA

Tel: +47 992 93 826

Email: cecilie.hekneby@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 recovery. 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 provides technology and solutions which enable

industries to transition towards a fossil-free future by converting biomass and

waste into valuable resources and clean energy. The company 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).

Forward Looking Statements

All statements in this press release other than statements of historical fact

are forward-looking statements, which are subject to a number of risks,

uncertainties and assumptions that are difficult to predict and are based upon

assumptions as to future events that may not prove accurate. Actual results may

differ materially from those expected or projected in the forward-looking

statements. The Company undertakes no responsibility or obligation to update or

alter forward-looking statements for any reason.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act