Proposed rights issue of between NOK 40 million and 55 million with underwriting commitment of NOK 40 million in place.

26 May 2026 07:30 CEST

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Oslo, 26 May 2026

The board of directors of EAM Solar AS (the “Company”) has today, subject to
approval by the Annual General Meeting (the “AGM”), expected to be held on or
about 12 June 2026, resolved to carry out a rights issue of up to 110 000 000
shares (the “New Shares”) with tradable preferential subscription rights for
existing shareholders (the "Rights Issue") to raise gross proceeds of between
NOK 40 million and 55 million.

The subscription price in the tradeable Rights Issue is proposed set to NOK 0.50
per New Share (the “Offer Price”).
The Rights Issue is fully underwritten at the minimum amount of NOK 40 million
by 12 independent investors (the “Underwriters”).

Notice of the AGM, including proposed resolutions regarding the Rights Issue, is
expected to be sent to the shareholders on or about 29 May 2026.

Norne Securities AS has been engaged as manager for the Rights Issue (the
"Manager"). Ro Sommernes Advokatfirma AS is acting as legal advisor to the
Company.

Company update – transforming EAM Solar to a long-term profitable operational
company

By launching a fully underwritten equity issue of NOK 40 million EAM Solar is
taking steps to transform the company going forward. The goal of the company is
to rebuild and upgrade its four operating solar plants in Italy, increasing
annual production capacity from approximately 4.1 GWh to 7.2 GWh, an increase of
approximately 75%, driving annual EBITDA to EUR ~1 million and delivering a
payback period of less than two years on upgrade investments. Combined with a
settlement with Intesa that significantly reduces financial risk, the company is
well positioned to transform into a profitable, self-sustaining operating
company with existing assets providing a platform for long-term growth.
In addition to the operational turnaround, EAM Solar holds significant
additional upside through ongoing litigation and one-off recovery items. The
company has already been granted an EUR 4.3 million arbitration award, with an
additional EUR 1.7 million expected in further positive one-off items in
2026/2027. As previously communicated the Company also has potential additional
damage claims in its favor of up to minimum EUR 40-60 million.

The Company expects to hold an updated shareholder meeting within a short period
of time.

Background and use of proceeds:
The proceeds from the Rights Issue will be used to i) pay the first instalment
of EUR 2.5m under the settlement agreement with Intesa Sanpaolo S.A., ii)
upgrade the Company’s existing power plants, and iii) for general working
capital purposes.

The due date for the first instalment of the settlement amount with Intesa
Sanpaolo is 29 May 2026. In order to secure EAM’s performance under the
settlement agreement, NOK 30m of the underwriting amount (the “Prefunded
Amount”) will be prefunded by certain underwriters into an escrow account with
Norne Securities AS under a prefunding agreement (the “Prefunding Agreement”).
The Prefunded Amount will be released to pay the first instalment upon approval
of the Rights Issue by the AGM.

Subscription price and subscription rights:
The subscription price for the New Shares to be issued in the Rights Issue is
proposed set to NOK 0.5 per New Share.
Each shareholder will receive [5.4131] subscription rights per share. Each
subscription right gives the right to subscribe for one (1) New Share at the
Offer Price.

In order to issue New Shares at NOK 0.5 per Share, the Company needs to reduce
the par value of its shares from NOK 1.0 per Share to NOK 0.5 per share. A share
capital reduction will also be proposed at the AGM to effect this (the “Share
Capital Reduction”).

Pursuant to section 10-4 of the Norwegian Private Limited Companies Act, the
shareholders of the Company at the date of the AGM, and who are not resident in
a jurisdiction where such offering would be unlawful or, (in jurisdictions other
than Norway) require any prospectus, filing, registration or similar action, and
who are not affiliated with any counterparty to the Company in any of its legal
disputes, will be granted a preferential right to subscribe for and be allocated
the New Shares in proportion to the number of shares in the Company they own as
of that date, and will according to the board of directors' proposal receive
subscription rights proportionate to their existing shareholding as registered
in the Company's shareholder register in the Norwegian Central Securities
Depository (the VPS) at the expiry of the date of the AGM, currently expected on
16 June 2026 (record date). Provided that a purchase of shares is made with
ordinary T+2 settlement, shares purchased up to and including 12 June 2026 will
give the right to receive subscription rights, whereas shares purchased from and
including 15 June 2026, will not give the right to receive subscription rights.
The subscription rights will be sought tradeable and listed on Euronext Growth
from and including the first day of the subscription period and until 16:30
(Oslo time) four trading days prior to the expiry of the subscription period.
Over-subscription will be permitted.

Underwriting:
Pursuant to, and subject to, the terms and conditions of the underwriting
agreements between the Company and the Underwriters (the "Underwriting
Agreements"), the Underwriters have undertaken on a pro-rata basis (not jointly)
to underwrite an aggregate subscription amount in the Rights Issue of NOK 40
million (the "Total Underwriting Obligation").

The underwriting commission is 15 %, payable in New Shares issued at the Offer
Price. The Underwriters have undertaken to vote for any shares held by them at
the time of the AGM in favor of the Rights Issue.
A complete list of Underwriters will be provided in conjunction with the
Company’s AGM and in the Prospectus (defined below).

Indicative timeline:
In connection with the Right Issue, a national prospectus (the "Prospectus")
will be prepared and published, expected shortly after the AGM. The Prospectus
will be published prior to the commencement of the subscription period and will
form the basis for subscriptions in the Right Issue.

A further description of the Rights Issue and of other circumstances that must
be considered upon subscription of shares in the Rights Issue will be included
in the Prospectus.

Included below is an indicative timeline for the Rights Issue:
• On or about 12 June 2026: Annual general meeting
• On or about 12 June 2026: Last day of trading in the shares including
subscription rights
• On or about 15 June 2026: First day of trading in the shares excluding
subscription rights
• On or about 16 June 2026: Record date for determination of the right to
receive subscription rights
• Publication of the Prospectus and commencement of the subscription period as
soon as possible following the Record Date

Documentation:
The Company will publish an updated company presentation and an information
memorandum to investors on its website: www.eam.no in the near future.

More information:
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