General Oceans – Announcement of terms for the Initial Public Offering

16 Mar 2026 08:08 CET

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General Oceans - Announcement of terms for the Initial Public Offering

Oslo, 16 March 2026: Reference is made to the announcement by General Oceans ASA
("General Oceans" or the "Company") on 9 March 2026 regarding the intention to
launch an offering of shares (the "Offering") and to apply for a listing of the
Company's shares (the “Shares”) on Euronext Oslo Børs (the "Listing" and
together with the Offering, the "IPO").

The Company hereby announces the terms of the IPO which, subject to approval of
the Prospectus (as defined below), is expected to launch on 17 March 2026.
Furthermore, subject to approval of the listing application by the Oslo Stock
Exchange that is (expected to be submitted by the Company on or about 17 March
2026) and a successful completion of the Offering, the Shares are expected to be
admitted to listing and commence trading on Euronext Oslo Børs on or about 26
March 2026 under the ticker code "GENO".

The Offering

The Offer Shares (as defined below) will be offered at a fixed price of NOK
21.00 per Offer Share (the "Offer Price"), corresponding to a pre-money equity
value of the Company of NOK 3,440 million (1).

The Offering comprises (i) up to 23,809,523 new Shares to be issued by the
Company (the "New Shares") to raise gross proceeds of approximately NOK 500
million and (ii) up to 26,190,477 existing Shares (the "Sale Shares") offered
by Atle Lohrmann and Ferd Go Holding AS ("Ferd", and together with Atle
Lohrmann, the "Selling Shareholders") (the "Sale Shares").

In addition to the New Shares and the Sale Shares, the Managers (as defined
below) may elect to over-allot (the "Over-Allotment Facility") up to 7,500,000
additional Shares (the "Additional Shares" and, together with the New Shares and
the Sale Shares, the "Offer Shares"). In order to facilitate such
over-allotment, the Company and the Selling Shareholders are expected to grant
to ABG Sundal Collier ASA, as stabilisation manager on behalf of the Managers
(as defined below) (the "Stabilisation Manager"), an option to borrow a number
of Shares equalling the number of Additional Shares, whereby the Company will
lend up to 2,500,000 Shares held in treasury and the Selling Shareholders will
lend up to 5,000,000 Shares, split with up to 2,421,121 Shares from Atle
Lohrmann and up to 2,578,879 Shares from Ferd (together, the "Borrowed
Shares"). Assuming that the Over-Allotment Facility is utilised in full, the
Offering will amount to 57,500,000 Offer Shares, corresponding to approximately
NOK 1,208 million.

In order to cover any over-allotments made, the Company and the Selling
Shareholders are expected to grant an option to the Stabilisation Manager, on
behalf of the Managers, to acquire a number of Borrowed Shares equal to the
number of Additional Shares at the Offer Price less the number of Shares
acquired by the Stabilisation Manager through stabilisation activities (the
"Greenshoe Option"), exercisable in whole or in part within a 30-day period from
commencement of trading in the Shares on Euronext Oslo Børs. The Greenshoe
Option shall first be utilised in full towards the Company. The Greenshoe Option
from the Selling Shareholders shall be exercised pro-rata based on the number of
Shares lent by each Selling Shareholder.

The Company has received binding undertakings from two cornerstone investors,
DNB Asset Management and Folketrygdfondet, to apply for and acquire Offer Shares
in the Offering for an aggregate amount of NOK 400 million (NOK 200 million
each) at the Offer Price, subject to certain customary conditions as set out in
cornerstone investment agreements entered into between each relevant investor
and the Company. These cornerstone undertakings represent approximately 33% of
the Offering (calculated based on the total number of Offer Shares in the
Offering including the Additional Shares if the Over-Allotment Facility is
utilised in full).

The Company, the members of the board of directors and the management will be
subject to a 365-day lock-up for their shareholdings. In addition, Ferd will be
subject to a 180-day lock-up and Atle Lohrmann will be subject to a 365-day
lock-up. The lock-up undertakings are subject to customary exemptions. The
lock-up undertakings may be waived by the Joint Global Coordinators in their
discretion, all of which will be described in the Prospectus.

Offering details

The Offering consists of:

• An institutional offering (the “Institutional Offering”), in which Offer
Shares are being offered to: (i) institutional and professional investors in
Norway and Sweden, (ii) investors outside of Norway and Sweden and the United
States, subject to applicable exemptions from prospectus and registration
requirements being available, and (iii) investors in the United States who are
QIBs in transactions exempt from registration requirements under the U.S.
Securities Act. The Institutional Offering is subject to a lower limit per
application of NOK 2,500,000.

• A retail offering (the “Retail Offering”), in which Offer Shares are being
offered to the public in Norway and Sweden on the terms set out herein, subject
to a lower limit per application of NOK 10,500 and an upper limit per
application of NOK 2,499,999 for each investor. Investors who intend to place an
order in excess of NOK 2,499,999 must do so in the Institutional Offering.
Multiple applications by one applicant in the Retail Offering will be treated as
one application with respect to the maximum application limit.

Members of the Board of Directors will receive preferred allocation up to NOK 2
million. Certain Board members have in this regard in aggregate applied for NOK
1,830,000, corresponding to 87,142 shares.

It has been provisionally assumed that approximately 95% to 99% of the Offering
will be allocated in the Institutional Offering and that approximately 1% to 5%
of the Offering will be allocated in the Retail Offering. The final
determination of the number of Offer Shares allocated to the Institutional
Offering and the Retail Offering, respectively, will however only be decided
following the completion of the Offering, based on the level of applications
received from each of the investor categories, and with regard to the
requirements of free float and number of shareholders pertaining to a listing of
the Shares on Euronext Oslo Børs. The Company reserves the right to deviate from
the provisionally assumed allocation between the tranches without further notice
and at its sole discretion.

Approval and publication of the Prospectus

Further details of the Offering and the terms thereof will be set out in the
prospectus being prepared by the Company in connection with the Offering, and
which is expected to be dated and approved on or about 16 March 2026 (the
"Prospectus"). The Prospectus will be published and will, subject to regulatory
restrictions in certain jurisdictions, be available at www.generaloceans.com,
www.abgsc.com/transactions, www.dnb.no/emisjoner and www.arctic.com/offerings
from the time of approval. In addition, the Prospectus may be obtained at the
websites of Nordnet (acting as placing agent for the Offering) at the following
addresses: www.nordnet.no and www.nordnet.se. Applications in the Offering may
only be made on the basis of the information included in the Prospectus.

Timeline and offer period

The bookbuilding period for the Institutional Offering (the "Bookbuilding
Period") is expected to commence at 09:00 hours (CET) on 17 March 2026, and
close at 14:00 hours (CET) on 24 March 2026. The application period for the
Retail Offering (the "Application Period") is expected to commence at 09:00
hours (CET) on 17 March 2026, and close at 12:00 hours (CET) on 24 March 2026.
The commencement of the Application Period in Sweden is subject to timely
passporting of the Prospectus and will not start prior to such passporting
having taken place. The Bookbuilding Period and the Application Period may be
extended at any time but may in no event be extended beyond 16:30 hours (CET) on
8 April 2026. In the event of an extension of the Bookbuilding Period and/or the
Application Period, the allocation date, the payment due date and the date of
delivery of Offer Shares will be changed accordingly.

Conditions for the Offering

Completion of the IPO is conditional upon the Oslo Stock Exchange approving the
Listing application within the end of the Bookbuilding Period, on conditions
acceptable to the Company and the satisfaction of certain conditions for
admission to trading expected to be set by the Oslo Stock Exchange, including
(i) the Company obtaining a minimum of 500 shareholders, each holding shares
with a value of more than NOK 10,000, and (ii) there being a minimum free float
in the Shares of 25%. The Company's Listing application is expected to be
considered and approved by the Oslo Stock Exchange on 20 March 2026, but there
can be no assurance that the Oslo Stock Exchange will approve the Company's
Listing application or that the Company will satisfy any conditions to such
approval.

The IPO is furthermore conditional upon (i) the Company and the Selling
Shareholders, in consultation with the Managers, having approved the number of
Offer Shares and the allocation of the Offer Shares to eligible investors
following the bookbuilding process and (ii) a placing agreement being entered
into between the Managers, the Selling Shareholders and the Company, and that
such placing agreement remain in full force and effect in accordance with the
terms and conditions of such agreement. There can be no assurance that these
conditions will be satisfied. If the conditions are not satisfied, the Offering
may be revoked or suspended, resulting in all applications for Offer Shares
being disregarded, any allocations made cancelled and any payments made being
returned without any interest or other any compensation to the Applicants. All
dealings in the Shares prior to settlement and delivery are at the sole risk of
the parties concerned.

Advisors

ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, are acting as
Joint Global Coordinators and Joint Bookrunners in the IPO, while Arctic
Securities AS is acting as Joint Bookrunner (collectively, the "Managers").
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company, and
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Mangers.

For further information, please contact:

Stein J. Frisch, Partner and Senior Adviser in Frisch AS
+47 916 10 911 | stein@frisch.as

About General Oceans

General Oceans is a global provider of advanced underwater technology delivering
sensors, systems and robotic solutions used in demanding marine environments.
The Group produces technology for measuring and understanding the ocean, imaging
& navigation systems, and autonomous/remotely operated vehicles with associated
manipulators and control systems. Underwater acoustics is the core of the
Group's technology, complemented by optical technology, environmental sensors
and software capabilities.

(1) Based on 168,435,783 Shares, excluding 4,633,290 Shares held in treasury by
the Company.

Important notice

This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities of the Company. The
information contained in this announcement is for informational purposes only
and does not purport to be full or completed. No reliance may be placed by any
person for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness.

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 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 portion of this IPO in the United States
or to conduct a public IPO in the United States. Copies of this announcement are
not being, and should not be, distributed in or sent into the United States.

It may be unlawful to distribute this announcement in certain jurisdictions.
Copies of this announcement are not being made and may not be distributed or
sent into the United States of America, Australia, Canada, Japan and Switzerland
or to any other jurisdiction where such distribution would be unlawful. The
information in this announcement does not constitute an offer of securities for
sale in such jurisdictions.

These materials are an advertisement and not a prospectus for the purposes of
Regulation (EU) 2017/1129, as amended (together with any applicable implementing
measures in any Member State, the "Prospectus Regulation"). Investors should not
subscribe for any securities referred to in these materials except on the basis
of information contained in the prospectus.

In the United Kingdom, these materials are only being communicated to (a)
persons who have professional experience, knowledge and expertise in matters
relating to investments and qualifying as "investment professionals" for the
purposes of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons being referred to as
"relevant persons") and (b) only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024. These materials are directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons.

This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway, which has
implemented the Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation") (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the IPO
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or any of the Managers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Company nor any of the Managers have authorised, nor
do they authorise, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor any of the Managers have authorised, nor do they authorise, the
making of any offer of securities in circumstances in which an obligation arises
for the Company or any Managers to publish or supplement a prospectus for such
offer.

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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the IPO.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Directive 2014/65/EU of the European Parliament and of the Council on markets in
financial instruments; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Company's shares. Each distributor is responsible for undertaking
its own Target Market Assessment in respect of the Company's shares and
determining appropriate distribution channels.

The Managers are acting exclusively for the Company and the selling shareholders
in the Offering and no one else and will not be responsible to anyone other than
the Company and the selling shareholders in the Offering for providing the
protection afforded to their respective clients, or for advice in relation to
the contents of this announcement or any of the matters referred to herein.

This announcement includes forward-looking statements which include statements
regarding the Company’s business strategy, financial condition, profitability,
results of operations and market data, as well as other statements that are not
historical facts. Words such as "believe," "anticipate," "plan," "expect,"
"target," "estimate," "project," "predict," "forecast," "guideline," "should,"
"aim," "continue," "could," "guidance," "may," "potential," "will," as well as
similar expressions and the negative of such expressions are intended to
identify forward-looking statements, but are not the exclusive means of
identifying these statements. 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 it distributes
this announcement, whether to reflect any future events or circumstances or
otherwise. 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 is not a prospectus, but an advertisement and investors should not
subscribe for or purchase any securities or make any investment decisions
referred to herein except on the basis of information contained in the
prospectus issued by the Company. The prospectus will be published and made
available on the Company’s website https://www.generaloceans.com/.

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.

Each of the Company, the selling shareholders in the Offering and the Managers
and their respective affiliates expressly disclaim any obligation or undertaking
to update, review or revise any statement contained in this announcement whether
as a result of new information, future developments or otherwise.

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