Contemplated Block Sale of Treasury Shares in HAV Group ASA (HAV)

11 Dec 2024 16:30 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG,
SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.

HAV Group ASA (the “Company”) has retained Fearnley Securities AS as managers
(the "Managers") to explore a block sale of treasury shares through an
accelerated bookbuilding process (the “Offering”).

As stated by the Company in a stock exchange notice on 22 November 2024, the
Company has committed to sell its entire holding of 3,466,829 treasury shares
(the “Offer Shares”) which is equal to approx. 9.9% of the Company’s outstanding
shares. The price will be fixed at NOK 8.50 per Offer Share. As further stated
in the Company’s stock exchange notice on 22 November 2024, the sale is made
pursuant to a requirement from the Company’s lender DNB in connection with a
waiver agreement from financial covenants, and the Company’s largest shareholder
Havila Holding AS has provided a guarantee for the purchase of the shares at a
price level of NOK 8.50 per share. Havila Holding AS is represented on the
Company’s board of directors by the Chairman Mr. Vegard Sævik and the Director
Ms. Hege Sævik Rabben.

The bookbuilding period in the Offering will commence immediately 11 December
2024 at 16:30 CET and will close no later than on 12 December 2024 at 08:00 CET.
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 extended or shortened, the other dates referred to herein might be changed.
The Offering is expected to be allocated before 09:00 CET on 12 December 2024
(T). The settlement in the Offering will be conducted on a normal
delivery-versus-payment basis (DVP T+2).

The minimum order and allocation in the Offering have been set to the NOK
equivalent of EUR 100,000. The Managers may, however, offer and allocate an
amount below the NOK equivalent of EUR 100,000 in the Offering to the extent
exemptions from prospectus requirements, in accordance with Regulation (EU)
2017/1129 and ancillary regulations, are available.

For more information about the Offering please contact the Managers:

Fearnley Securities: +47 22 93 60 00This information is published in accordance
with the Market Abuse Regulation (EU) 596/2014 Article 5, as supplemented by
delegated Commission Regulation (EU) 2016/1052, and is subject to disclosure
requirements in accordance with the Securities Trading Act § 5-12.

Important Notice:

This announcement and the information contained herein is for information
purposes only and is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities in the United States,
Canada, Australia, Japan, Hong Kong or South Africa or any other jurisdiction in
which such an offer or solicitation would be unlawful. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under the applicable securities laws of any state or other
jurisdiction of the United States or of Canada, Australia, Hong Kong, South
Africa or Japan. Such securities may not be offered or sold in the United States
unless registered under the Securities Act or offered in a transaction exempt
from, or not otherwise subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering of such
securities in the United States or in any other jurisdiction.

The securities referred to herein have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Offering or the accuracy
or adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.

In the European Economic Area (the "EEA"), this announcement is addressed only
to and directed only at, persons in member states who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation (Regulation
((EU) 2017/1129) ("Qualified Investors").

In the United Kingdom, this announcement is being distributed only to, and is
directed only at, persons who: (A) (i) are "investment professionals" specified
in Article 19(5) of the Financial Services and Markets Act (Financial Promotion)
Order 2005 (the "Order") or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order or (iii) are other persons to whom it may otherwise
lawfully be communicated; and (B) are "qualified investors" within the meaning
of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it
forms part of retained EU law as defined in the European Union (Withdrawal) Act
2018 (all such persons together being referred to as "Relevant Persons"). Any
investment or investment activity in connection with this announcement will be
available to, and will only be engaged with, Qualified Investors in the EEA or
Relevant Persons in the United Kingdom.

Any offer and sale of the securities in Canada will be made on a private
placement basis only and is exempt from the requirement that the Company
prepares and files a prospectus under applicable Canadian securities laws. Any
resale of the securities into Canada must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant jurisdiction,
and which may require resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise under a
discretionary exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These resale
restrictions may under certain circumstances apply to resales of the securities
outside of Canada. There will be no public offering of the securities in Canada.
This press release does not contain all of the information that would normally
appear in a prospectus under applicable Canadian securities laws. No securities
commission or similar authority in Canada has reviewed or in any way passed upon
this press release or the merits of the securities. Any representation to the
contrary is an offense. This press release is not, and under no circumstances is
to be construed as, a prospectus, an advertisement or a public offering of the
securities in Canada. No offer and sale of securities is or will be made in
Canada, except to persons who are: (a) an “accredited investor” within the
meaning of Section 1.1 of National Instrument 45-106 – Prospectus Exemptions
(“NI 45-106”) of the Canadian Securities Administrators or subsection 73.3(1) of
the Securities Act (Ontario) (the “OSA”), as applicable, and is either
purchasing the securities as principal for its own account, or is deemed to be
purchasing the securities as principal for its own account in accordance with
applicable Canadian securities laws, for investment only and not with a view to
resale or redistribution; (b) not created or used solely to purchase or hold the
securities as an accredited investor under NI 45-106; (c) a “permitted client”
within the meaning of National Instrument 31-103 – Registration Requirements,
Exemptions and Ongoing Registrant Obligations (“NI 31-103”) of the Canadian
Securities Administrators; and (d) entitled under applicable Canadian securities
laws to purchase the securities without the benefit of a prospectus under such
securities laws.

This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or distribution of
this announcement in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required to inform
themselves about and to observe any such restrictions.

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", "expect", "anticipate",
"strategy", "intends", "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 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 their control.

By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Company does not have any intention or obligation to publicly update or
revise any forward-looking statements after they distributes this announcement,
whether to reflect any future events or circumstances or otherwise.

Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities. Neither the Managers nor any of
their affiliates accepts any liability arising from the use of this
announcement.

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