NOL - Conclusion of independent statement related to the voluntary offer by Hemen Holding Limited for the shares in Northern Ocean Ltd.

29 Jul 2024 09:12 CEST

29 July 2024 - Reference is made to the stock exchange announcement made on 10
July 2024 where it was announced that Euronext Oslo Børs had approved an offer
document for Hemen Holding Ltd.'s ("Hemen") mandatory offer (the "Offer") for
all the issued and outstanding shares (the "Shares") in Northern Ocean Ltd.
("NOL") not already owned by Hemen at an offer price of NOK 7 per Share (the
"Offer Price").

Euronext Oslo Børs, in its capacity as take-over supervisory authority, has
decided that the statement on the Offer pursuant to section 6-16 of the
Norwegian Securities Trading Act shall be issued by an independent expert and
not by the Board of Directors of NOL, and that such statement can be issued by
KWC AS ("KWC") on behalf of NOL.

KWC has issued their statement on the Offer and has in the statement concluded
that the "the terms of the Offer from a financial point of view does not
represent a full and fair arm’s length price for all the outstanding shares of
NOL. We do not express an opinion on what share price range that would
constitute a fair market value under the circumstances. However, we note that
our analyses support that the fair market value of the Company likely exceeds
the Offer Price.

Shareholders need to consider their individual positions in respect of an
objective value today and alternative uses of capital as represented by the
Offer Price of NOK 7.00 per share, compared to the longer-term potential value
in the NOL share. However, this Statement is not intended to be and shall not
constitute or be construed as a recommendation to individual shareholders of
NOL, as to whether to accept the Offer from the Offeror or not, and each
shareholder remains solely responsible for their own decisions based on their
own circumstances.

We recommend that shareholders study the Offer Document and draw their own
conclusions. Furthermore, we recommend that shareholders seek advice from
professional advisors with respect to tax and other consequences of accepting or
not accepting the Offer.

The full statement from KWC is attached to this announcement.

For further information, please contact:

Jonas Ytreland, CFO
Email: jonas.ytreland@northernoceanltd.com
Phone: +47 99 46 55 50

More information:
Access the news on Oslo Bors NewsWeb site

624195_2024.07.29 Northertn Ocean Ltd. - Fairness Opinion_Signed Copy.pdf