Merger plan approved by the general meetings of Oceanteam ASA and Soiltech AS

04 Jul 2024 12:10 CEST

JOINT PRESS RELEASE

Lysaker and Sandnes, Norway, 4 July 2024

Reference is made to the joint announcement issued on 30 May 2024 by Oceanteam
ASA ("Oceanteam", OSE: OTS) and Soiltech AS ("Soiltech", NOTC: SOIL)
(hereinafter jointly referred to as the "Companies") regarding the signing of
merger plan for the combination of the Companies. Further reference is made to
subsequent announcements on 3 June 2024, concerning the notices for the
respective extraordinary general meetings (individually "EGM") for approval of
the merger.

The EGM for Soiltech was held today at 10:00 CEST, followed by the EGM for
Oceanteam at 11:00 CEST. All proposals on the respective agendas, including the
merger plan dated 30 May 2024, were approved with the requisite majorities. The
decision to approve the merger plan will be filed with the Norwegian Register of
Business Enterprises.

Completion of the merger remains conditional upon (i) the six weeks creditor
period pursuant to section 13-15 of the Norwegian Public Companies Act 15 having
expired without any objections from the creditors, or, if any objection has been
made within the notification period, such creditor having received adequate
security or the court having rejected the demand for security pursuant to
section 13-16 of the Norwegian Public Limited Liability Companies Act, (ii) all
regulatory approvals necessary or reasonably required for completion of the
merger having been obtained without any conditions or conditions considered to
be acceptable to Oceanteam and Soiltech (acting reasonably), (iii) the
conversion of Soiltech into a Norwegian public limited liability company (ASA),
including the appointment of a former member of the Oceanteam board of directors
to the board of directors of the merged entity, (iv) the Oslo Stock Exchange
having approved the merged entity for listing on Euronext Oslo Børs or Euronext
Expand, and (v) no material breach of any covenant or other obligations in the
merger plan or other agreements entered into between the Companies.

Minutes of Oceanteam’s EGM are attached hereto and made available on
www.newsweb.no and on Oceanteam’s website www.oceanteam.nl.

For further information regarding the merger and the complete terms and
conditions for the merger, please see the merger plan with appendices available
on www.oceanteam.nl and www.soiltech.no.

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.


For further information, please contact:

Oceanteam ASA
Michael Timson, CEO
Telephone: (+47) 55 10 82 40
Email: info@oceanteam.no

Soiltech AS
Jan Erik Tveteraas, CEO
Telephone: (+47) 95 21 49 25
Email: jan.erik.tveteraas@soiltech.no

More information:
Access the news on Oslo Bors NewsWeb site

623056_Oceanteam ASA - Minutes from EGM 4 July 2024.pdf