Vow ASA: Updated key information relating to the Rights Issue

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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Oslo, 19 November 2024: Reference is made to the stock exchange announcement published by Vow ASA (the Company) on 8 October 2024, with key information relating to the contemplated fully underwritten rights issue of shares in the Company raising gross proceeds of NOK 250,000,000 (the Rights Issue) and the stock exchange announcement published earlier today regarding the approval by the extraordinary general meeting of the Company of the Rights Issue. Updated key information relating to the Rights Issue is set out below.

Date on which the terms and conditions of the rights issue were announced: 27 September, 8 October and 19 November 2024.

Last day including right: 20 November 2024 (assuming normal T+2 settlement).

Ex-date: 21 November 2024 (assuming normal T+2 settlement).

Record Date: 22 November 2024.

Date of approval: 19 November 2024.

Maximum number of new shares: 166,666,666.

Subscription price: NOK 1.50.

Ratio preferential rights: Each existing shareholder as of 20 November 2024 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the CSD) as at the expiry of 22 November 2024 (the record date)) will be granted 1.464117 subscription rights for each share registered as held by the shareholder. The number of subscription rights granted to each existing shareholder will be rounded down to the nearest whole subscription right.

Subscription ratio: 1:1 (number of new shares per subscription right).

Managers: DNB Markets, a part of DNB Bank ASA and Pareto Securities AS as joint Global Coordinators & Bookrunners and SpareBank 1 Markets AS as Co-manager.

Will the rights be listed yes/no: Yes, the subscription rights will be listed under the ticker code VOWT.

ISIN for the preferential rights: ISIN NO0013388512.

Other information: Reference is made to the stock exchange announcement published by the Company on 27 September 2024 and earlier today on 19 November 2024, for further information regarding the Rights Issue. The Rights Issue is subject to publication of a prospectus for offering and listing of the new shares as approved by the Norwegian Financial Supervisory Authority.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

For more information, please contact:

Henrik Badin, CEO, Vow ASA
Tel: +47 90 78 98 25
Email: henrik.badin@vowasa.com

Tina Tønnessen, CFO, Vow ASA
Tel: +47 406 39 556
Email: tina.tonnessen@vowasa.com

About Vow ASA

Vow and its subsidiaries Scanship, C.H. Evensen and Etia are passionate about preventing pollution. The company's world leading solutions convert biomass and waste into valuable resources and generate clean energy for a wide range of industries. Advanced technologies and solutions from Vow enable industry decarbonisation and material recycling. Biomass, sewage sludge, plastic waste and end-of-life tyres can be converted into clean energy, low carbon fuels and renewable carbon that replace natural gas, petroleum products and fossil carbon. The solutions are scalable, standardised, patented, and thoroughly documented, and the company's capability to deliver is well proven. The company is a cruise market leader in wastewater purification and valorisation of waste. It also has strong niche positions in food safety and robotics, and in heat-intensive industries with a strong decarbonising agenda. Located in Oslo, the parent company Vow ASA is listed on the Oslo Stock Exchange (ticker VOW).

- IMPORTANT INFORMATION -

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the Prospectus Regulation). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Managers.

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.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are 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 announcement 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 document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

The Managers are acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.

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. This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their 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 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

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