Contemplated secondary placement of existing shares in SED Energy Holdings Plc

25 Feb 2026 16:30 CET

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

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES REFERRED TO
HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC OFFERING OF
SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A
PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN DETAILED
INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

Oslo, 25 February 2026

HV VI Invest Uraz Limited (“HitecVision”, the “Seller”) has retained ABG Sundal
Collier ASA, Arctic Securities AS, and SB1 Markets AS as Joint Global
Coordinators and Joint Bookrunners (the “Managers”) to explore a potential
secondary placement of existing ordinary shares in SED Energy Holdings Plc
(“Energy Holdings” or the “Company”) (the “Offering”).

The Seller is contemplating selling up to approximately 50 million ordinary
shares (Class A-shares) in the Company (the “Sale Shares”), representing
approximately 8.09% of the ordinary shares and votes in the Company and
approximately 6.89% of the total issued and outstanding shares, through an
accelerated book building process. The final terms of the Offering will be
communicated in a later announcement following pricing of the Sale Shares in the
Offering. HitecVision is represented on the board of the directors of the
Company by Alf Thorkildsen.

Assuming all Sale Shares are sold as part of the Offering, HitecVision will hold
approximately 132 million ordinary shares in Energy Holdings, equivalent to
approximately 21.32% of the outstanding ordinary shares and votes in the
Company. The Seller reserves the right, at its own discretion, to increase the
number of Sale Shares to be sold, reduce the number of Sale Shares or to sell no
Sale Shares at all in the Offering. The Sale Shares are existing ordinary shares
in the Company and rank pari passu in all respects with the remaining ordinary
shares in the Company.

The offer price and the total number of Sale Shares in the Offering will be
determined through the accelerated book building process.

The book building period will commence immediately following the publication of
this announcement and close on 26 February 2026 at 08:00 CET, but could also
close earlier or later at the discretion of the Seller in consultation with the
Managers.

The Offering is expected to be priced and allocated before 09:00 CET on 26
February 2026 (T). The Offering will be unconditional as of the time of
allocation. The Sale Shares will be tradeable upon allocation, and settlement of
the Offering will be conducted on a normal delivery-versus-payment basis (DVP
T+2).

Following a successful completion of the Offering, the Seller will enter into a
customary 90-day lock-up commitment with the Managers for the remaining shares
in Energy Holdings the Seller holds, subject to certain customary carve-outs.

The Offering has not been registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and will be made pursuant to applicable
exemptions from the obligation to publish a prospectus in Norway as well as
exemptions from the U.S. Securities Act and the securities laws of other
applicable jurisdictions.

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, are available.

Advokatfirmaet BAHR AS is acting as Norwegian legal counsel to HitecVision in
connection with the Offering.

Important notices

This announcement is not and does not form a part of a prospectus or any offer
to sell, or a solicitation of an offer to purchase, any securities of the
Company.

The distribution of this announcement and other information may be restricted by
law in the United States of America or 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. Accordingly, this announcement is not for public
release, publication or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), except to “qualified institutional
buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”). 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, 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 offering or its securities in the United States or to conduct a
public offering of securities in the United States.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129, as amended, together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom who are "qualified investors" as defined in paragraph 15
of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024,
and who are (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as mended (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 otherwise lawfully be communicated (all such persons together being
referred to as "relevant persons").. This communication 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 for 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.

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 Seller 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 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 Seller does not have any intention or obligation to publicly update or
revise any forward-looking statements after it distributes this announcement,
whether to reflect any future events or circumstances or otherwise.

None of the Seller, the Managers nor any of their respective subsidiary
undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any responsibility
whatsoever for, or makes any representation or warranty, express or implied, as
to the truth, accuracy, completeness or fairness of the information or opinions
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, the Seller, or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise arising in
connection therewith.

Each of the Managers is acting for the Seller only in connection with the
Offering and no one else, and will not be responsible to anyone other than the
Seller for providing the protections offered to clients nor for providing advice
in relation to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.

In connection with the Offering, the Managers and their respective affiliates
may take up a portion of the shares offered in the Offering as a principal
position and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company or related
investments in connection with the Offering or otherwise. In addition, the
Managers and their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with
which the Managers and their respective affiliates may from time to time
acquire, hold or dispose of shares of the Company. Certain of the Managers or
their affiliates may be lenders and/or agents under lending facilities with the
Seller and may receive a portion of the net proceeds of the Offering to repay
amounts outstanding under such facilities. The Managers do not intend to
disclose the extent of any such investment or transactions, other than in
accordance with any legal or regulatory obligations to do so.

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 in the Company. The price and value
of securities and any income from them can go down as well as up and you could
lose your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. None of the Managers nor any of their respective
affiliates accepts any liability arising from the use of this announcement.

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