Moreld AS: Stabilisation and over-allotment notice

19 Dec 2024 08:00 CET

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.

Stavanger, 19 December 2024: Reference is made to the stock exchange
announcements made by Moreld AS ("Moreld" or the "Company") on 12 December 2024
regarding the successful private placement with a total transaction size of
approx. NOK 1 billion (the "Private Placement") and on 18 December 2024
regarding the first day of trading in the Company's shares on Euronext Growth
Oslo on 19 December 2024 (the "Listing").

Pareto Securities AS (the "Stabilisation Manager") may, on behalf of the
Managers (as defined below), engage in stabilisation activities in the Company's
shares (the "Shares") from today (19 December 2024) to and including 17 January
2025 (the "Stabilisation Period"). Any stabilisation activities will be aimed at
supporting the market price of the Shares.

In connection with the Private Placement, the Managers have over-allotted
7,200,000 Shares (the "Additional Shares") to applicants in the Private
Placement, which equals approx. 11.15% of the Shares allocated to applicants in
the Private Placement (excluding the Additional Shares). In order to permit the
delivery in respect of the over-allotments made, the Stabilisation Manager has,
on behalf of the Managers, borrowed a number of existing Shares equal to the
number of Additional Shares from Allard 2 Limited and Sona Credit Master Fund
Limited, Sona Capital Solutions II SCSp and Sona Blue Peak Limited
(collectively, the "Share Lenders"), which will be redelivered to the Share
Lenders after expiry of the Stabilisation Period (unless the relevant date falls
within a closed period pursuant to the EU Market Abuse Regulation, in which case
the share loan shall be settled as soon as possible after the expiry of such
closed period).

Further, the Company has granted the Stabilisation Manager, on behalf of the
Managers, an option to require the Company to issue up to 7,200,000 new shares
in the Company (the "Greenshoe Option") at a price per share equal to the offer
price in the Private Placement of NOK 13.95 (the "Offer Price"). The
Stabilisation Manager may use the Greenshoe Option to close out short positions
resulting from over-allotments made as part of the Private Placement and only to
the extent such short positions have not been closed out by Shares purchased by
the Stabilisation Manager when conducting stabilisation activities. The
Greenshoe Option is exercisable, in whole or in part, by the Stabilisation
Manager, on behalf of the Managers, during the Stabilisation Period.

The Stabilisation Manager may effect transactions with a view to support the
market price of the Shares at a level higher than what might otherwise prevail,
through buying Shares in the open market at prices equal to or lower than the
Offer Price. There is no obligation on the Stabilisation Manager to conduct
stabilisation activities and there is no assurance that stabilisation activities
will be undertaken. Such stabilising activities, if commenced, may be
discontinued at any time, and will be brought to an end at the latest at the end
of the Stabilisation Period.

Any net profit generated from any stabilisation activities conducted by the
Stabilisation Manager during the Stabilisation Period shall be for the benefit
of the Share Lenders.

If stabilisation activities are undertaken, the Company will publish information
on the activities no later than seven trading days following such
transaction(s). Further, within one week after the expiry of the Stabilisation
Period, the Company will publish information as to whether or not stabilisation
activities were undertaken. If stabilisation activities were undertaken, the
statement will also include information about: (i) the total amount of Shares
sold and purchased; (ii) the dates on which the Stabilisation Period began and
ended; (iii) the price range between which stabilisation was carried out for
each of the dates during which stabilisation were carried out; and (iv) the date
at which stabilisation activities last occurred.

Any stabilisation activities will be conducted based on the principles set out
in article 5 (4) of the EU Market Abuse Regulation (Regulation (EU) No 596/2014)
and Chapter III of the supplemental rules set out in the Commission Delegated
Regulation (EU) 2016/1052 with regard to regulatory technical standards for the
conditions applicable to buy-back programmes and stabilisation measures.

Advisors:

Pareto Securities AS and SpareBank 1 Markets AS acted as joint global
coordinators in the Private Placement and are acting as Euronext Growth advisors
to the Company in connection with the Listing. Fearnley Securities AS acted as
co-manager in the Private Placement (the joint global coordinators and the
co-manager, collectively, the "Managers").

Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the
Company, Marriott Harrison is acting as UK legal counsel to the Company, and
Carter Ledyard & Milburn LLP is acting as US legal counsel to the Company.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.

For more information, please contact:

CEO Geir Austigard
Telephone: +47 992 47 500
Email: Geir.austigard@moreld.com

CFO Trond Rosnes
Telephone: +47 404 14 494
Email: Trond.rosnes@moreld.com

About Moreld

Moreld is an industrial multi-disciplinary engineering group offering full-scope
services across the offshore energy and marine industries including subsea
installations. The group comprises Moreld Apply, Ocean Installer and Global
Maritime. Moreld is a major player on the Norwegian continental shelf with an
international footprint. The Group is located in 19 countries, giving access to
all major offshore markets, and has over 2,800 employees and contractors. For
more information, please visit https://moreld.com/.

IMPORTANT NOTICE

These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials 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.

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"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any securities in the United States or
to conduct a public offering of securities in the United States. Any sale in the
United States of the securities mentioned herein will be made solely to
"qualified institutional buyers" (QIBs) as defined in Rule 144A under the
Securities Act, pursuant to an exemption from the registration requirements
under the Securities Act, as well as to major U.S. institutional investors under
SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).

In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 communication contains certain forward-looking statements concerning future
events. 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 communication are
based upon various assumptions, many of which are based, in turn, upon further
assumptions. The Company believes that these assumptions were reasonable when
made. However, 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. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors.

The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise.

The Managers are acting exclusively for the Company and no one else in
connection with the Listing and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients, or
for advice in relation to the contents of this announcement or any of the
matters referred to herein. Neither the Managers nor any of their respective
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 of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, 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, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

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