Secondary placement of existing shares in SED Energy Holdings Plc successfully completed and major shareholding notification

26 Feb 2026 08:16 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, 26 February 2026

Reference is made to the stock exchange notice published on 25 February 2026
regarding a potential secondary placement of existing ordinary shares (Class
A-shares) (the “Shares”) in SED Energy Holdings Plc (“Energy Holdings” or the
“Company”) by HV VI Invest Uraz Limited (“HitecVision”, the “Seller”).

The Seller has successfully sold 51,761,484 million Shares in the Company (the
“Sale Shares"), representing approximately 8.38% of the Shares and votes
outstanding in the Company and approximately 7.13% of the total issued and
outstanding share capital, at NOK 8.70 per Sale Share (the “Offering”).

Following completion of the Offering, HitecVision holds 130 million Shares,
equivalent to approximately 21.04% of the outstanding Shares and votes in the
Company and approximately 17.91% of the total issued and outstanding share
capital in the Company, and HitecVision’s shareholding in the Company has thus,
through the Offering, fallen below the 25% disclosure threshold. The Offering is
unconditional as of the time of allocation, and the Sale Shares will be
tradeable upon allocation as from 26 February 2026. Settlement will take place
on a delivery versus payment basis on 2 March 2026.

In connection with the Offering, the Seller has entered 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.

HitecVision is represented on the board of the directors of the Company by Alf
C. Thorkildsen.

The PDMR notice for HitecVision is attached to this announcement.

ABG Sundal Collier ASA, Arctic Securities AS, and SB1 Markets AS are acting as
Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
Advokatfirmaet BAHR AS acted as legal counsel to HitecVision in connection with
the Offering.

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.

This information is subject to disclosure requirements pursuant to Section 4-2
of the Norwegian Securities Trading Act.

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 U.S. 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 distribution of
this announcement, whether to reflect any future events or circumstances or
otherwise.

None of the Seller, the Managers or 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.

More information:
Access the news on Oslo Bors NewsWeb site

666900_Project Camino - PDMR form - HV VI Invest Uraz Limited - 25 February 2026(35853336.1).pdf