ENDÚR ASA: COMMITTED BANK FINANCING AND CONTEMPLATED PRIVATE PLACEMENT

11 Jan 2023 16:30 CET

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OF ANY OF THE SECURITIES DESCRIBED HEREIN.

11 January 2023: Endúr ASA ("Endúr" or the "Company") has received committed
bank financing of approx. NOK 700 million and intends to re-finance its existing
Bonds (as defined below). In connection therewith, the Company has engaged
Pareto Securities AS and SpareBank 1 Markets AS as joint bookrunners (jointly,
the "Managers") to advise on and effect a contemplated private placement (the
"Private Placement") of new shares in the Company (the "Offer Shares") to raise
gross proceeds of approx. NOK 130-160 million (the "Offer Size").

COMMITTED BANK FINANCING

Following the acquisitions of BMO Entreprenør AS, Artec Aqua AS and Marcon
Gruppen i Sverige AB in late 2020 / early 2021, and the related issuance of
senior secured open callable NOK 1,100 million bonds 2021/2025 with ISIN
NO0010935430, later reduced to a net principal amount of NOK 810 million (the
"Bonds"), the Company and its subsidiaries (together, the "Group") have been
through a transitional period which has involved both changes in the Company's
management, divestments of non-core and unprofitable subsidiaries and strong
operational and financial performance from the Company's remaining subsidiaries.
As communicated in the Company's presentations of quarterly financial results
for Q1 and Q2 2022, the Company has thoroughly assessed the market for
alternative sources of debt-financing and is now announcing its contemplated
re-financing, expected to be completed within Q1 2023.

Committed bank financing:

The Company is pleased to confirm that it has received committed bank financing
of a total of approx. NOK 700 million from a syndicate consisting of SpareBank 1
SR-Bank ASA and Sparebank 1 SMN. The committed bank financing includes inter
alia a NOK 250 million term loan ("Facility A"), a SEK 300 million term loan
("Facility B") and a NOK 150 million overdraft facility ("Facility C")
(together, the "Facilities"). Conditions precedent for making a drawdown of the
Facilities are inter alia that the Company has (i) entered into full-form loan
agreements for the Facilities, expected by 31 March 2023, and (ii) completed an
equity issue with gross proceeds of a minimum of NOK 50 million (the "Equity
Condition Precedent").

Facility A and B will have 3-year maturity with quarterly instalments of NOK 12
million and SEK 13 million, respectively. However, the first instalments will be
made in Q4 2023.

3-month STIBOR and NIBOR will serve as reference rates for the Facilities.

The Facilities will be subject to the following financial covenants:
Equity ratio > 30%
NIBD/EBITDA < 3.25 until 31.12.2023
NIBD/EBITDA < 3.00 until 30.06.2024
NIBD/EBITDA < 2.75 until 30.09.2024
NIBD/EBITDA < 2.50 until maturity

The following interest rate margins will apply for Facility A and Facility B:
NIBD/EBITDA 0.00 – 2.00: 3.55% p.a.
NIBD/EBITDA 2.01 – 2.50: 3.60% p.a.
NIBD/EBITDA 2.51 – 3.00: 3.80% p.a.
NIBD/EBITDA 3.01 – 3.25: 4.05% p.a.

The following interest rate margins will apply for Facility C:
NIBD/EBITDA 0.00 – 2.00: 3.05% p.a.
NIBD/EBITDA 2.01 – 2.50: 3.10% p.a.
NIBD/EBITDA 2.51 – 3.00: 3.30% p.a.
NIBD/EBITDA 3.01 – 3.25: 3.55% p.a.

The Facilities will be deemed senior and the Company’s shares in certain of its
subsidiaries, as well as certain underlying assets, will be pledged as
collateral.

The funds to be made available under the Facilities will be used to re-finance
the Bonds, including an early call premium of 3.68% (equalling approx. NOK 30
million) and serve as funding for net working capital. Excluding transaction
costs, the planned re-financing, will yield a net cash outflow from the Company
of approx. NOK 110-140 million.

The re-financing will provide a significant reduction in the Company’s interest
expenses, both by way of lower interest rate margins (the Bonds currently have a
margin of 7.25% p.a.) and a reduction in gross interest-bearing debt.

THE CONTEMPLATED PRIVATE PLACEMENT

Through the contemplated Private Placement, the Company will satisfy the Equity
Condition Precedent. The net proceeds to the Company from the Private Placement
will, together with the new bank debt (the Facilities), be used to refinance the
Bonds as well as for general corporate purposes.

Certain large existing shareholders in the Company (including the largest
shareholder Artec Holding AS which currently owns approx. 27.84% of the
Company’s shares) have on certain conditions collectively pre-committed to
subscribe for Offer Shares for approx. NOK 86 million in the Private Placement.
In addition, certain members of the Company’s management and Board have
collectively pre-committed to subscribe for Offer Shares for approx. NOK 2
million in the Private Placement. The pre-committing investors (the
“Pre-Committing Investors”) are expected to be allocated Offer Shares equal to
at least their existing pro rata shareholding the Company.

Jeppe Raaholt, CEO of Endúr, comments: "We are thrilled to announce that Endúr
successfully is re-financing its existing bond loan with bank facilities, in a
generally tough credit market. This serves as a testament to the strong
operational and financial development of the Group over the last year. The
re-financing will increase earnings per share materially, strengthen our balance
sheet and provide a far more flexible financing for current and future
operations and investments. We are also pleased to see that our largest
shareholders share our belief in both the Group's outlook and the re-financing
process, given their significant commitments in relation to our contemplated
private placement".

Timeline and terms of the Private Placement

The bookbuilding and application period for the Private Placement commences
today, 11 January 2023, at 16:30 CET, and is expected to close on 12 January
2023 at 08:00 CET (the "Bookbuilding Period"). The Company may, at its sole
discretion, extend or shorten the Bookbuilding Period at any time and for any
reason without notice. If the Bookbuilding Period is shortened or extended, the
other dates referred to herein might be changed accordingly.

The price per Offer Share in the Private Placement (the "Offer Price"), as well
as the conditional allocation of Offer Shares, will be determined by the Board
in its sole discretion after completion of the Bookbuilding Period, following
advice from the Managers.

Allocation will be based on criteria such as (but not limited to)
pre-commitments (as further described above), existing ownership in the Company,
price leadership, timeliness of order, relative order size, perceived investor
quality, sector knowledge and investment horizon.

The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000 per investor. However, the Company may, at its
sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the
extent permitted by applicable exemptions from the prospectus requirements
pursuant to the Norwegian Securities Trading Act (the "STA") and ancillary
regulations. Further selling restrictions and transaction terms will apply.

The Managers have received a lock-up undertaking from the Company for a period
of 6 months from today, subject to customary exemptions including inter alia for
the issuance of shares in the Private Placement and, if applicable, the
Subsequent Offering (as defined below) as well as M&A financing.

Timeline and settlement:

The Private Placement will be divided in two tranches: A first tranche
consisting of up to 2,599,999 Offer Shares ("Tranche 1"), which equals the
maximum number of shares the Board may issue pursuant to the authorization
granted by the annual general meeting in the Company on 20 May 2022 (the "Board
Authorization"), and a second tranche with a number of Offer Shares that
corresponds to a total transaction (i.e. both tranches) equal to the Offer Size
("Tranche 2"), to be issued by the EGM (as defined below).

Since the Pre-Committing Investors will receive their entire allocation in
Tranche 2, the other applicants are expected to receive their entire allocation
of Offer Shares in Tranche 1.

Settlement of Offer Shares in Tranche 1 is expected to take place on or about 16
January 2023, and settlement of Offer Shares in Tranche 2 is expected to take
place on or about 6 February 2023, subject to a resolution by the EGM. Both
Tranche 1 and Tranche 2 are expected to be settled on a delivery-versus-payment
basis with existing and unencumbered shares in the Company, that are already
listed on Oslo Børs, pursuant to a share lending agreement (the "Share Loan")
between the Company, the Managers and Artec Holding AS (the "Share Lender"). The
Share Loan will be settled with (i) new shares in the Company to be resolved
issued by the Board pursuant to the Board Authorization (Tranche 1), and (ii)
new shares in the Company to be issued following, and subject to, a resolution
by the EGM (Tranche 2). A portion of the new shares redelivered to the Share
Lender in Tranche 2 may be issued on a separate ISIN and will not be tradable on
Oslo Børs until a prospectus has been approved by the Financial Supervisory
Authority of Norway.

The Offer Shares allocated to applicants in Tranche 1 will thus be tradable from
notification of allocation, expected on or about 12 January 2023, and the Offer
Shares allocated to applicants in Tranche 2 will be tradeable after, and subject
to, a resolution by the EGM, expected on or about 2 February 2023.

Subject to a successful completion of the Bookbuilding Period, the Board will
announce the Offer Price and the number of Offer Shares allocated, expected
prior to opening of trading hours on Oslo Børs tomorrow, 12 January 2023.
Shortly thereafter, the Board will call for an extraordinary general meeting to
be held on or about 2 February 2023 (the "EGM") for purposes of inter alia
resolving to issue the Offer Shares in Tranche 2 and, if applicable, to
authorize the Board to issue new shares in the contemplated Subsequent Offering
(see below) (the "EGM Resolutions").

Conditions for completion of the Private Placement:

The completion of Tranche 1 is subject to a resolution by the Board to issue the
Offer Shares in Tranche 1 pursuant to the Board Authorization. The completion of
Tranche 2 is subject to the completion of Tranche 1 and a resolution by the EGM
to issue the Offer Shares in Tranche 2 of the Private Placement. Further to
this, completion of the Private Placement by delivery of Offer Shares to
applicants is subject to the Board resolving to consummate the Private Placement
and allocate the Offer Shares (conditionally in respect of Tranche 2). The
completion of Tranche 1 is not conditional upon or will otherwise be affected by
the completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will
remain final and binding and cannot be revoked, cancelled or terminated by the
respective applicants if Tranche 2, for whatever reason, is not completed.

The Company reserves the right in its sole discretion to cancel the Private
Placement as a whole (including Tranche 1), or just Tranche 2, if the relevant
conditions are not fulfilled.

The Private Placement has been considered by the Board in light of the equal
treatment obligations under section 5-14 of the STA, section 2.1 of the Oslo
Rule Book II and Oslo Børs' Guidelines on the rule of equal treatment. The Board
is of the opinion that it is in compliance with these requirements and
guidelines. By structuring the equity raise as a private placement, the Company
is able to complete the equity raise and fulfil the Equity Condition Precedent
in a manner that is efficient and closely coordinated with the refinancing of
the Company's Bonds. Furthermore, the Private Placement is launched after the
Company has received pre-commitments from the Pre-committing Investors and
following a pre-sounding process with a limited number of investors to reduce
transaction risk, and the Private Placement is subject to marketing through a
publicly announced bookbuilding process, which secures a market-based offer
price. In addition, the issuance of Offer Shares in Tranche 2 of the Private
Placement is conditioned upon a resolution by the EGM at which the Company's
shareholders will be given an opportunity to express their opinion and vote over
the related share capital increase. Finally, in order to limit the dilutive
effect of the Private Placement, the Board will consider to propose to carry out
the Subsequent Offering directed towards certain shareholders who do not
participate in the Private Placement (see details below). On the basis of the
above, and an assessment of the current equity markets as advised by the
Managers, deal execution risk and available alternatives, the Board is of the
opinion that the Private Placement, including the waiver of the preferential
rights inherent to the Private Placement, is in the common interest of the
Company and its shareholders.

SUBSEQUENT OFFERING

The Company may, subject to completion of the Private Placement, the EGM
resolving the EGM Resolutions and certain other conditions, resolve to carry out
a subsequent offering of new shares in the Company at the Offer Price (the
"Subsequent Offering"). Any such Subsequent Offering, if applicable and subject
to applicable securities laws, will be directed towards existing shareholders in
the Company as of 11 January 2023 (as registered in the VPS two trading days
thereafter), who (i) were not included in the wall-crossing phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement, and
(iii) are not resident in a jurisdiction where such offering would be unlawful
or would (in jurisdictions other than Norway) require any prospectus, filing,
registration or similar action. Completion of a Subsequent Offering will be
subject to approval by the Board, based on an authorization granted by the EGM.

TRADING UPDATE AND INVESTOR PRESENTATION

On 24 February 2023, the Company will issue its full financial results as of and
for the fourth quarter of 2022. Preliminary, for Q4 2022, the Company expects to
report consolidated revenues in the range of NOK 550 – 600 million and an
adjusted EBITDA in the range of NOK 52 – 57 million, with a leverage ratio
(NIBD/EBITDA) in the range of 2.5 – 2.7. For FY 2022, this indicates an annual
revenue of the Company in the range of NOK 2,392 – 2,442 million and an annual
adjusted EBITDA in the range of NOK 227 – 232 million.

An investor presentation is attached to this notice and will be made available
on the Company's webpage.

For further information, please contact:

Media – Jeppe Raaholt, CEO, tel: +47 976 69 759
Investors – Einar Olsen, CFO, tel: +47 924 01 787

ADVISORS

Pareto Securities AS and SpareBank 1 Markets AS act as joint bookrunners in the
Private Placement. Wikborg Rein Advokatfirma AS acts as legal counsel to the
Company in connection with the Private Placement and the re‑financing process.

ABOUT ENDÚR

Endúr ASA (OSE: ENDUR) is a leading supplier of construction and maintenance
projects and services for marine infrastructure, including facilities for
land-based aquaculture, quays, harbours, dams, bridges and other specialised
concrete and steel projects. The company and its subsidiaries also offer a wide
range of other specialised project and marine services. Endúr ASA is
headquartered in Lysaker, Bærum, Norway. See www.endur.no

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the STA. This stock exchange notice was published by Einar
Olsen, CFO of Endúr ASA, on 11 January 2023 at 16:30 CET.

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. 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 EU Prospectus Regulation, i.e. only to investors who
can receive the offer without an approved prospectus in such EEA Member State.
The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (together with any
applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Private Placement. They will not regard
any other person as their respective clients in relation to the Private
Placement 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 Private Placement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the Private
Placement or otherwise. Accordingly, references in any subscription materials to
the shares being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, such Managers and any of their respective
affiliates acting as investors for their own accounts. The Managers do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.

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", "aim", "expect",
"anticipate", "intend", "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.
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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.

More information:
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