INTERNAL REORGANISATION AND MANAGEMENT INVESTMENTS

09 Sep 2024 17:09 CEST

1. Background and overview

EQVA ASA ("EQVA" or the "Company") is a knowledge-based active owner of
industrial service providers contributing to the green transition within
maritime, energy intensive and renewable industries. The Company has significant
growth ambitions. In order to contribute to the realisation of EQVA's strategy
and ambitions, it is desirable that the Company's and the management's long-term
financial interests are more closely aligned.

On this background, the Board of Directors has resolved to carry out an internal
reorganisation of the EQVA group and invite selected members of EQVA's
management to invest, together with the Company, in the Company's business
within a controlled framework.

“EQVA has had a very strong development so far in 2024, but we are still a young
company in the very early stages of an exciting growth journey. As such, we
believe that the introduction of the management investments strongly
incentivizes the current management team to remain committed to our long-term
goal: creating exceptional value for all our shareholders,” says Rune
Skarveland, Chair of the Board of Directors of EQVA.

Further details on the reorganisation and management investments are set out in
section 2 below.


2 The reorganisation and management investments

2.1 Establishment of Eqva Holding and Eqva Partners
The entire business of the Company, including assets and equity investments, but
excluding the Participants (as defined below), will be transferred to, and
employed by, a newly established, wholly-owned subsidiary, Eqva Holding AS
("Eqva Holding"). Eqva Holding thus becomes the new sub-holding company for the
group's operations.

Members of EQVA's management will be transferred to, and will be employed by, a
separate newly established subsidiary, Eqva Partners AS ("Eqva Partners"), and
invited to invest in Eqva Holding and Eqva Partners as set out below. The
relevant members (the "Participants") are:
• Even Matre Ellingsen (CEO)
• Petter Sørdahl (CFO)
• Sverre Olav Handeland
• Daniel H. Molvik
• Trygve Kjerpeseth
• Ask Haukås
• Erik Høyvik

Eqva Partners will enter into an agreement with the Company whereby Eqva
Partners will manage the Company and its investment portfolio against payment of
a fixed fee of NOK 18.8 million per year. The fee will be CPI-adjusted annually.
Matters of an unusual nature and of material importance to the Company or the
EQVA group will in any case be decided by the Board of Directors of the Company.
Even Matre Ellingsen will continue as CEO of EQVA.

2.2 The Participants' investments
The Participants are invited to invest up to NOK 8 million in B shares in Eqva
Holding, which will correspond to approximately 2% of the share capital in Eqva
Holding.

The remaining shares in Eqva Holding will be A shares, which will correspond to
approximately 98% of the share capital in Eqva Holding. The A shares will be
held by EQVA.

The A shares and the B shares will have equal rights, with the exception that
distributions from Eqva Holding shall be distributed as follows:

a)first to the A shares, until the A shares have received an aggregate amount
equal to NOK 403,000,000, corresponding to their agreed value, plus an internal
rate of return ("IRR") of 8%;

b) thereafter to the B shares, until the B shares have received an aggregate
amount of NOK 6 million with the addition of subsequent shareholder
contributions to the B shares;

c) thereafter to the A shares, until the A shares have received an amount
pursuant to letter (a) and this letter (c) that gives the A shares (in
aggregate) NOK 403,000,000 plus an internal rate of return (IRR) of 12% from the
time of the issuance of the B shares;

d) thereafter 80% to the A shares and 20% to the B shares, until such time as
the A shares have received an amount pursuant to letters (a), (b) and this
letter (d) that gives the A shares (in aggregate) NOK 403,000,000 plus an
internal rate of return (IRR) of 25% from the time of the issuance of the B
shares ; and

e)other amounts solely to the A shares.

The B-shares' part in the distributions will be reduced proportionately if the B
shares are not fully subscribed. Any new A shares or other new A share capital
will be excluded from the distribution mechanism. The B shares will not be
entitled to a return on new A shares or new A share capital.

Annual option windows will be established from 1 May to 30 June (the "Option
Windows"), the first time in 2025, during which each Participant shall have the
right, but not the obligation, to require EQVA to purchase 1/8 of the B shares
acquired by the Participant (the "Put Option"). Any B shares that a Participant
chooses not to sell pursuant to the Put Option in an Option Window may be sold
in subsequent Option Windows. Participants may not, without the consent of EQVA,
sell B shares to any other party than EQVA.

Upon exercise of the Put Option, the purchase price for the B shares shall
correspond to their underlying value, taking into account the different economic
rights of the A shares and the B shares as set out above. The value of the share
capital in Eqva Holding will in this context be calculated on the basis of the
market capitalisation of EQVA at such time (based on the volume weighted average
price of the EQVA stock during the last 60 trading days on the Oslo Stock
Exchange), adjusted for any other balance sheet items in EQVA. An overview of
the estimated value of the B shares under different assumptions is set out in
Appendix 2.

As long as the shares in EQVA are listed on the Oslo Stock Exchange, EQVA may
choose to settle the purchase price for the B shares by providing the
Participant with new shares in EQVA with a market value corresponding to the
purchase price.

The Participants are also invited to invest up to NOK 600,000 in Eqva Partners,
which will correspond to up to 15% of the share capital in Eqva Partners.

EQVA and the Participants will enter into shareholder agreements on market terms
in connection with the investments. EQVA will have the right to purchase a
Participant's B-shares in certain cases, including if the Participant resigns
from its position in the group.

The Participants' co-investments are made on commercial, arm's length terms. The
price paid by the Participants for the shares in Eqva Holding and Eqva Partners
is based on an independent valuation obtained from BDO AS. The investments are
therefore not considered to be remuneration in accordance with the relevant
provisions in the Norwegian Public Limited Liability Companies Act. Such
remuneration is treated separately and in accordance with the guidelines in
force at any given time on the determination of salary and other remuneration to
senior executives, as adopted by the Company's general meeting in accordance
with section 6-16a of the Norwegian Public Limited Liability Companies Act.

2.3 Implementation and end result
The reorganisation and management investments are expected to be completed
during September 2024.

Following completion of the reorganisation and management investments, the EQVA
group will be organised as set out in Appendix 1 to this announcement. EQVA will
agree not to own or operate business outside of EQVA Holding (other than Eqva
Partners), allowing the Participants to co-invest in the entire EQVA business.

EQVA may over time optimise the alignment of the Company's and management's
financial incentives by increasing or decreasing the extent of their
co-investments in Eqva Holding and Eqva Partners. There are currently no plans
to increase or decrease management's co-investments.


3 Consideration of equal treatment

Some of the Participants are indirect shareholders in EQVA. The Board of
Directors of EQVA has therefore considered the reorganisation and management
investments in light of the requirement for equal treatment of shareholders
under the Norwegian Public Limited Liability Companies Act, the Norwegian
Securities Trading Act and the rules of Euronext Oslo Børs', and the prohibition
against making decisions that are likely to give individuals an unfair advantage
at the expense of shareholders or the Company.

In the opinion of the Board of Directors, the reorganisation and management
investments are carried out in accordance with the above mentioned rules. The
Board of Directors further emphasises that the Participants are invited to
invest together with the Company in the Company's business by virtue of being
senior management in EQVA, and not shareholders. The Board of Directors of EQVA
considers the reorganisation and management investments to be in the common
interest of the Company and its shareholders.

***
For more information, please contact:
Petter Sørdahl, CFO: +47 917 56 147
Even Matre Ellingsen, general manager +47 990 05 500

Eqva ASA in brief
Eqva ASA is a knowledge-based, active owner of engineering, construction and
service companies that contribute to the green transition in the maritime,
power-intensive and renewable industries.
The group has a well-diversified product and market portfolio, and further
growth will be established through a combination of company-based development,
utilisation of synergies between the companies in the group and value-creating
M&A activities.

Key companies in the group are BKS and Fossberg Kraft, each of which builds on
decades of experience and is recognised by customers in a wide range of
industries.

Read more at www.eqva.no

This information is considered inside information under the EU Market Abuse
Regulation and is subject to disclosure requirements under section 5-12 of the
Norwegian Securities Trading Act. The stock exchange announcement was published
by Petter Sørdahl, CFO, Eqva ASA, on the date and time stated above.

More information:
Access the news on Oslo Bors NewsWeb site

627335_Appendix 1.pdf
627335_Appendix 2.pdf