Endúr ASA – Private placement successfully placed

11 Feb 2025 01:20 CET

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11 February 2025 – Reference is made to the stock exchange announcements made by
Endúr ASA ("Endúr" or the "Company") on 10 February 2025 regarding Endúr's
contemplated acquisitions of 100% of the shares in Total Betong AS, Igang
Totalentreprenør AS, and Habto Holding AS, including 100% of the shares in HAB
Construction AS and between 51% and 100% of the shares in ProPoint Survey AS
(jointly, the "Totalbetong Acquisitions"), and a contemplated partly
underwritten private placement of new shares in the Company (the "Private
Placement").

Endúr is pleased to announce that the Private Placement has been successfully
placed, with a conditional allocation of 4,861,111 shares ("Offer Shares") at a
fixed subscription price of NOK 72.00 per Offer Share (the "Offer Price"),
raising gross proceeds to the Company of NOK ~350 million. In accordance with
the announcement of the Private Placement, Kverva Finans AS ("Kverva") has been
conditionally allocated 3,472,223 Offer Shares, equivalent to NOK ~250 million.
As such, other investors in the Private Placement have been conditionally
allocated 1,388,888 Offer Shares, equivalent to NOK ~100 million (the "Available
Offer Shares"). The Private Placement attracted strong interest and the
Available Offer Shares were more than ten times oversubscribed.

The net proceeds to the Company from the Private Placement will be used to
partly finance the cash settlement of the consideration for the Totalbetong
Acquisitions, short-term net working capital needs, general corporate purposes
and a buffer.

Arctic Securities AS and Danske Bank, Norwegian branch, acted as joint
bookrunners in the Private Placement (together, the "Managers").

Timeline and settlement

Notification of conditional allocation of Offer Shares and payment instructions
are expected to be issued by the Managers on 11 February 2025.

The issuance of Offer Shares and the Underwriting Shares (as defined below) is
subject to approval by an extraordinary general meeting of the Company expected
to be held on or about 4 March 2025 (the "EGM"). The Board will also propose
that the EGM resolves to increase the share capital following the exercise of a
total of 215,500 share options by certain members of the Company's board of
directors (the "Board") and other employees on 10 February 2025 (110,500 options
with a strike price of NOK 41.25 and 105,000 options with a strike price of NOK
44.88) (jointly, the "Incentive Shares").

The Offer Shares allocated in the Private Placement will be settled on a
delivery-versus-payment (DVP) basis on or about 6 March 2025, subject to
fulfilment of the Conditions (see below), by delivery of existing and
unencumbered shares in the Company already admitted to trading on Euronext Oslo
Børs pursuant to a share lending agreement entered into between the Company, the
Managers, and Artec Holding AS as share lender on 10 February 2025 (the "Share
Lending Agreement"). The Offer Shares allocated are expected to be tradable on
Euronext Oslo Børs on or about 4 March 2025. The Managers will settle the share
loan under the Share Lending Agreement with new shares in the Company to be
issued by the EGM.

Following registration of the share capital increases pertaining to the issuance
of the Offer Shares, the Underwriting Shares, and the Incentive Shares, the
Company's share capital will be NOK 21,489,663.50, divided into 42,979,327
shares, each with a nominal value of NOK 0.50 (prior to the issuance of the
consideration shares in the Totalbetong Acquisitions).

Conditional allocations of Offer Shares and issuance of Underwriting Shares

Kverva, and the following primary insiders of Endúr and close associates have
been allocated Offer Shares at the Offer Price in the Private Placement as
follows:

– Kverva has conditionally been allocated 3,472,223 Offer Shares (NOK ~250
million) in the Private Placement and will further be issued 125,000 new shares
pursuant to the subscription and underwriting agreement dated 10 February 2025
(the "SUWA") as settlement of its entitlement to underwriting commission (the
"Underwriting Shares"), subject to approval by the EGM. Conditional on
completion of the Private Placement, Kverva has also agreed to acquire a total
of 694,445 shares from Artec Holding AS and Bever Holding AS at the Offer Price,
which will result in Kverva holding 4,291,668 shares, equivalent to ~9.99% of
the shares and votes in Endúr (prior to the issuance of the consideration shares
in the Totalbetong Acquisitions);

– Artec Holding AS, close associate of Bjørn Finnøy (Board member), has
conditionally been allocated 340,542 Offer Shares (NOK ~24.52 million);

– Poca Invest AS, close associate of Pål Reiulf Olsen (chair of the Board), has
conditionally been allocated 5,939 Offer Shares (NOK ~0.43 million);

– Jostein Devold (Board member) has conditionally been allocated 258 Offer
Shares (NOK ~0.02 million);

– Skjæggestad Invest AS, close associate of Pål Skjæggestad (deputy Board
member), has conditionally been allocated 1,378 Offer Shares (NOK ~0.10
million);

– Raabjørn AS, close associate of Jeppe Raaholt (CEO), has conditionally been
allocated 3,472 Offer Shares (NOK ~0.25 million); and

– Red Devil Holding AS, close associate of Einar Olsen (CFO), has conditionally
been allocated 2,580 Offer Shares (NOK ~0.19 million).

Conditions for completion of the Private Placement

The completion of the Private Placement by delivery of Offer Shares to investors
is subject to (i) all corporate resolutions required to implement the Private
Placement being validly made, including the EGM resolving to issue the Offer
Shares and the Underwriting Shares or authorising the Company's board of
directors (the "Board") to do so, (ii) the SUWA remaining in full force and
effect, (iii) the Share Lending Agreement remaining in full force and effect,
and (iv) the agreements for the Totalbetong Acquisitions remaining in full force
and effect (jointly, the "Conditions"). The applicants acknowledge that the
Private Placement will be cancelled if the Conditions are not fulfilled, and
that the completion of the Totalbetong Acquisitions is not a Condition for
completion of the Private Placement.

Shareholders representing in aggregate ~60.5% of the shares and votes in Endúr,
have undertaken to vote in favour of the resolutions at the EGM, including the
issuance of the Offer Shares and the Underwriting Shares.

Potential subsequent offering and equal treatment considerations

The Private Placement represents a deviation from the shareholders' preferential
rights to subscribe for the Offer Shares. The Private Placement has been
considered by the Board in light of the equal treatment obligations under the
Norwegian Public Limited Liability Companies Act, the Norwegian Securities
Trading Act, and the rules and guidelines on equal treatment under Oslo Rule
Book II for companies listed on Euronext Oslo Børs. The Board is of the opinion
that the Private Placement is in compliance with these requirements and
guidelines. The issuance of the Offer Shares is carried out as a private
placement to inter alia partly fund the cash settlement of the consideration for
the Totalbetong Acquisitions. By structuring the equity raise as a private
placement (with a potential Subsequent Offering, as defined below), the Company
is able to efficiently raise capital for the abovementioned purpose at a
market-based offer price within the timeline for the Totalbetong Acquisitions.
The Board notes that the Offer Price represents a 4.6% premium to the 30 trading
days volume weighted average price (VWAP) of the Company's shares on Euronext
Oslo Børs to and including 7 February 2025, and a 1.4% discount to the Company's
closing share price on 7 February 2025 (the last trading day prior to the
announcement of the Totalbetong Acquisitions and the contemplated Private
Placement). In addition, the Company received pre-commitments and the
underwriting commitment from Kverva reducing transaction risk. On the basis of
the above, and taking into account the potential Subsequent Offering (see
below), the Board is of the opinion that the waiver of the preferential rights
inherent in the Private Placement is in the common interest of the Company and
its shareholders.

To mitigate the dilution of existing shareholders, the Board intends to carry
out a subsequent offering of up to 555,555 new shares in the Company (equal to
NOK ~40 million) at the Offer Price (the "Subsequent Offering"). Any such
Subsequent Offering, if applicable and subject to applicable securities laws,
will be directed towards existing shareholders in the Company as of 10 February
2025 (as registered in the VPS two trading days thereafter), who (i) were not
included in the wall-crossing phase of the Private Placement, (ii) were not
allocated Offer Shares in the Private Placement, and (iii) are not resident in a
jurisdiction where such offering would be unlawful or would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar
action.

The Subsequent Offering is subject to (i) completion of the Private Placement
(including approval by the EGM), (ii) necessary corporate approvals including
the Board resolving to issue shares in the Subsequent Offering based on an
authorisation to be granted by the EGM, (iii) approval and publication of a
prospectus, and (iv) the prevailing market price of the Company's shares
together with the corresponding trading volume following the Private Placement.
The Board may decide that the Subsequent Offering shall not be carried out if
the Company's shares trade at or below the subscription price in the Subsequent
Offering (i.e. the Offer Price) at sufficient volumes.

Advisors

Arctic Securities AS and Danske Bank, Norwegian branch, are acting as Managers
and Wikborg Rein Advokatfirma AS is acting as legal counsel to Endúr in
connection with the Private Placement.

(ENDS)

For further information, please contact:

Media
Jeppe Raaholt, CEO of Endúr, tel: +47 976 69 759

Investors
Einar Olsen, CFO of Endúr, tel: +47 924 01 787

About Endúr ASA

Endúr ASA (OSE: ENDUR) is a leading supplier of construction and maintenance
projects and services for marine infrastructure, including facilities for
land-based aquaculture, quays, harbours, dams, bridges and other specialized
concrete and steel projects. The company and its subsidiaries also offer a wide
range of other specialised project and marine services. Endúr ASA is
headquartered in Lysaker, Norway. See www.endur.no.

* * *

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading
Act. This stock exchange announcement was published by Einar Olsen (CFO), at the
date and time as set out above.

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 part of the Private Placement 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 forward-looking statements concerning future events,
including possible issuance of equity securities of the Company. 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.
Although the Company believes 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 its control. Actual events may differ
significantly from any anticipated development due to a number of factors,
including, but not limited to, changes in investment levels and need for the
group's services, changes in the general economic, political, and market
conditions in the markets in which the group operate, and changes in laws and
regulations. Such risks, uncertainties, contingencies, and other important
factors include the possibility that the Company will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this communication by
such forward-looking statements. The Company does not make any guarantees that
the assumptions underlying the forward-looking statements in this communication
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, unless required by laws or
regulations.

The Managers are acting exclusively for the Company and no one else in
connection with the Private Placement and will not be responsible to anyone
other than the Company for providing the protections afforded to its 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 make any representation as to the accuracy or completeness of this
announcement and none of them accepts any liability arising from the use of this
announcement or 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.

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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