Primary insider notice

Reference is made to the ongoing fully underwritten rights issue (the “Rights issue”) in AqualisBraemar ASA (the “Company”).

Santosh George, Group QHSE Director, has subscribed for 56 362 rights issue shares, of which 41 362 corresponds to the number of subscription rights which will be allocated to him based on his existing shareholding and 15 000 represents over-subscription. Following the issuance of the new shares in the Rights Issue, he and his close associates will own at least 238 325 shares in the Company. This information is subject to disclosure requirements pursuant to section 4-2 of the Norwegian Securities Trading Act.

This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.

New name from 28.06.2019

Aqualis ASA changes the company name to AqualisBraemar ASA. See announcement from the company 27.06.2019. The company will be listed on Oslo Børs with the new name AqualisBraemar ASA from 28.06.2019.

The subscription right, AQUA T, will also change issuer name to AqualisBraemar ASA. Ticker, ISIN number and instrument ID remains unchanged.

New name and increased share capital registered

Reference is made to the stock exchange notice issued by AqualisBraemar ASA (the “Company”) on 21 June 2019, where the Company announced that the acquisition of the three business lines (Adjusting, Marine and Offshore, jointly “BTS”) from Braemar Shipping Services plc (“Braemar”) (the “Transaction”) had been completed, and that 14,865,621 shares (the “Consideration Shares”) had been subscribed by Braemar.

As resolved by the Annual General Meeting in the Company held on 11 June 2019, the Company’s name is AqualisBraemar ASA with effect from completion of the Transaction. Today, the name change was registered in the Norwegian Register of Business Enterprises (the “NRBE”). In addition, the share capital increase pertaining to the Consideration Shares has been registered in the NRBE. The Consideration Shares will be issued to Braemar and eligible for trading on Oslo Børs today. Note that the Consideration Shares are subject to a 24-month lock-up agreement as further described in the prospectus dated 21 June 2019.

Following the share capital increase, the Company has a share capital of NOK 5,715,886.00 divided on 57,158,860 shares, each with a nominal value of NOK 0.10. This information is subject to the disclosure requirements pursuant to the Oslo Børs Continuing Obligations section 3.2.

For further information, please contact:

Investors and financial media

Kim Boman, CFO, AqualisBraemar ASA
Telephone: +47 959 63 912

Other media enquiries

Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no

About AqualisBraemar ASA

AqualisBraemar ASA (OSE: Aqua) is a public listed company that, through its subsidiaries and associates, offers adjusting, marine, offshore and renewables consultancy services to the energy, shipping and insurance industries. The group employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 48 offices located across 5 continents in 33 countries. AqualisBraemar ASA operates under three distinct brands globally:

• AqualisBraemar: a leading adjusting, marine and offshore consultancy to the energy, shipping and insurance industries
• AqualisBraemar Yacht Services: a specialised marine consultant to the superyacht market
• Offshore Wind Consultants: an independent consultancy to the offshore renewables sector

Oslo Børs – The subscription rights in Aqualis ASA will be listed 24.06.2019

Navn / Name: Aqualis TR
Ticker: AQUA T
Instrument ID: 1304835
ISIN: NO0010858566
Oppgjørstype / Clearing Type: Ikke clearing (Bilateralt oppgjør)
Tegningskurs / Issue price: NOK 3.96
Tegningsperiode / Subscription period: 24.06.2019 – 08.07.2019
Noteringsperiode / Listing period: 24.06.2019 – 04.07.2019
Segment: OBST
MIC kode: XOSL
Hjemstat / Country of register: NO – Norway
Handelsvaluta / Trading Currency: NOK
Børsstørrelse (EMS): 10 000

Tildelingsforhold i emisjonen / Ratio subscription rights: 0.21 tegningsretter per 1 eksisterende aksjer / 0.21 rights for every 1 existing shares held
Tegningsforhold i emisjonen / Subscription ratio: 1 rett gir 1 ny aksje / 1 right gives 1 new share

Commencement of the subscription period for the rights issue

Not for distribution or release, directly or indirectly, in or into the united states or any other jurisdiction in which the distribution or release would be unlawful

Reference is made to the stock exchange announcement dated 21 June 2019 in which Aqualis ASA (“Aqualis” or the “Company”) announced that a prospectus (the “Prospectus”) has been approved in connection to the rights issue (the “Rights Issue”) of 8,882,575 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 3.96 per Offer Share (the “Subscription Price”).

Availability of the prospectus:

Subject to applicable local securities laws, the Prospectus and the subscription form for the Rights Issue may be downloaded from www.sb1markets.no.

A hard copy of the Prospectus and the subscription form may be obtained from SpareBank 1 Markets, Olav Vs Gate 5, N-0161 Oslo, Norway, tel.: +47 24 14 74 00.

Eligibility:

Shareholders registered in the Company’s shareholder register with the Norwegian Central Securities Depository (VPS) as of the expiry of 11 June 2019 (registered as such in the VPS on 13 June 2019, (the “Record Date”)) (the “Existing Shareholders”) will be granted transferable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue.

Allocation of Subscription Rights:

Each of the Subscriptions Rights provides preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Existing Shareholder).

Existing Shareholders will be allocated 0.21 Subscription Rights for each share in the Company registered as held on the Record Date, rounded down to the nearest whole Subscription Right.

For a description of restrictions in respect of allocation, acquisition and/or exercise of Subscription Rights, reference is made to Section 20 “Selling and transfer restrictions” and Section 5 “The Rights Issue” in the Prospectus.

Subscription Period:

The subscription period in the Rights Issue will commence at 09:00 hours (CET) on 24 June 2019 and expire at 16:30 hours (CET) on 8 July 2019.

Trading in Subscription Rights:

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker “AQUA T” from 09:00 hours (CET) on 24 June 2019 to 16:30 hours (CET) on 4 July 2019 on the Oslo Stock Exchange.

Subscription Rights that are not used to subscribe for Offer Shares or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

The Subscription Rights may have economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, see Section 5.19 “Dilution” of the Prospectus.

Subscription Price:

NOK 3.96 per Offer Share.

Underwriting:

Gross Management AS, MP Pensjon pk and Middelborg Invest AS have entered into an underwriting agreement dated 13 May 2019 pursuant to which the Underwriters have undertaken to subscribe for all Rights Issue Shares not subscribed for during the Subscription Period. For a description of the underwriting agreement, reference is made to Section 5.4 “The Underwriting” in the Prospectus.

Subscription procedure:

Subscription of Offer Shares must be made by submitting a correctly completed subscription form, and submit it to the subscription office as set out in the Prospectus within 16:30 hours (CET) on 8 July 2019 or may, for subscribers who are Norwegian residents with a Norwegian personal identification number, be made through the VPS online subscription system within the same time.

Over-subscription and subscription without Subscription Rights are permitted.

Financial Intermediaries:

If an Existing Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Listing and Commencement of trading of the Offer Shares:

Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 17 July 2019. The Offer Shares allocated in the Rights Issue are expected to be traded on the Oslo Stock Exchange from and including 18 July 2019.

For further details of the terms of the Rights Issue, please refer to the Prospectus.

For further information, please contact:

Investors and financial media

Kim Boman, CFO, AqualisBraemar ASA
Telephone: +47 959 63 912
Email: kim.boman@aqualis.no

Other media enquiries

Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no

About AqualisBraemar ASA

AqualisBraemar ASA (OSE: Aqua) is a public listed company that, through its subsidiaries and associates, offers adjusting, marine, offshore and renewables consultancy services to the energy, shipping and insurance industries. The group employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 48 offices located across 5 continents in 33 countries. AqualisBraemar ASA operates under three distinct brands globally:

• AqualisBraemar: a leading adjusting, marine and offshore consultancy to the energy, shipping and insurance industries
• AqualisBraemar Yacht Services: a specialised marine consultant to the superyacht market
• Offshore Wind Consultants: an independent consultancy to the offshore renewables sector

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

This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.

Approval and publication of the prospectus

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to the stock exchange notice release on 11 June 2019 where Aqualis ASA (the “Company”) announced that the annual general meeting of the Company had approved the share issues in connection with the agreement between the Company and Braemar Shipping Services plc (“Braemar”) whereby the Company will acquire the three business lines (Adjusting, Marine and Offshore, jointly “BTS”) from Braemar (the “Transaction”), as announced by the Company on 13 May 2019.

The Financial Supervisory Authority of Norway has approved a prospectus dated 21 June 2019 (the “Prospectus”) in connection with (i) an underwritten rights issue of 8,882,575 new shares in the Company (the “Rights Issue”), (ii) the listing of 4,375,000 shares in the Company issued in a private placement directed towards Braemar (the “Private Placement Shares”), and (iii) the listing of 14,865,621 new shares in the Company issued to Braemar as part consideration for the Transaction (the “Consideration Shares”).

Subject to applicable local securities laws, the Prospectus and the subscription form for the Rights Issue may be downloaded from www.sb1markets.no.

A hard copy of the Prospectus and the subscription form may be obtained from SpareBank 1 Markets, Olav Vs Gate 5, N-0161 Oslo, Norway, tel.: +47 24 14 74 00.

The subscription period for the Rights Issue will commence 24 June 2019 and expire on 8 July 2019 at 16:30 CET. The subscription rights will be tradable from 24 June 2019 until 4 July 2019 at 16:30 CET.

For further information, please contact:

Investors and financial media

Kim Boman, CFO, AqualisBraemar ASA
Telephone: +47 959 63 912

Other media enquiries

Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no

About AqualisBraemar ASA

AqualisBraemar ASA (OSE: Aqua) is a public listed company that, through its subsidiaries and associates, offers adjusting, marine, offshore and renewables consultancy services to the energy, shipping and insurance industries. The group employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 48 offices located across 5 continents in 33 countries. AqualisBraemar ASA operates under three distinct brands globally:

• AqualisBraemar: a leading adjusting, marine and offshore consultancy to the energy, shipping and insurance industries
• AqualisBraemar Yacht Services: a specialised marine consultant to the superyacht market
• Offshore Wind Consultants: an independent consultancy to the offshore renewables sector

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

This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.

Ex preferential rights today

Reference is made to announcements from the company 07.06.2019 and 11.06.2019.

The shares in Aqualis ASA will be traded ex preferential rights as from today, 12.06.2019.

Minutes from the Annual General Meeting 2019

Aqualis ASA announces that the annual general meeting in the company was held today at the offices of Advokatfirmaet Haavind AS at Bygdøy allé 2, 0257 Oslo.

All matters were resolved as proposed in the notice to the annual general meeting, including a number of corporate matters required to complete the acquisition of three business lines (Adjusting, Marine and Offshore, jointly “BTS”) from Braemar Shipping Services plc, and the proposed Rights Issue and Private Placement, as announced by Aqualis ASA on 13 May 2019.

The full terms and conditions for the Rights Issue will be included in a prospectus which will be published prior to the commencement of the subscription period for the Rights Issue. The final dates for the subscription period will published in a separate announcement following approval of the prospectus and is expected to start on or about 20 June 2019 and end on or about 4 July 2019 at 16:30 CET.

Please find below the minutes from the Annual General Meeting.

Aqualis ASA – minutes annual general meeting 11 June 2019
Aqualis ASA – protokoll ordinær generalforsamling 11. juni 2019

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

For further information, please contact:

Investors and financial media

Kim Boman, CFO, Aqualis ASA
Telephone: +47 959 63 912
Email: kim.boman@aqualis.no

Other media enquiries

Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no

About Aqualis ASA

Aqualis ASA (OSE: Aqua) is a public company that, through its subsidiaries and associates, offers energy consultancy services to the offshore oil, gas and renewables sectors globally. The group employs experienced consultants across 19 offices in 15 countries worldwide. Aqualis ASA operates under two different brands: AqualisBraemar and Offshore Wind Consultants. AqualisBraemar is a specialized offshore marine and engineering consultancy firm, focusing on the shallow and deep-water offshore segments of the oil and gas industry. Offshore Wind Consultants is a globally focused consultancy providing independent services to the offshore renewables industry.

Terms of the underwritten rights issue

Reference is made to the stock exchange announcement dated 21 May 2019 regarding the proposed underwritten rights issue (the “Rights Issue”) and the private placement (the “Private Placement”) in Aqualis ASA (the “Company”) which is subject to approval by the extraordinary general meeting of the Company to be held on 11 June 2019 at 08.00 CET at the offices of Advokatfirmaet Haavind AS at Bygdøy allé 2, 0257 Oslo.

The Company has today determined the proposed subscription price for the new shares to be issued in the Rights Issue, the Private Placement, the number of new shares and the amount of the share capital increase as follows:

• The share capital of the Company is proposed to be increased by NOK 888,257.50 through the issuance of 8,882,575 new shares (the “Rights Issue Shares”) in the Rights Issue, representing a ratio of approximately 0.21 Rights Issue Shares per existing share
• Further, the share capital of the Company is proposed to be increased by NOK 437,500.00 through the issuance of 4,375,000 new shares (the “Private Placement Shares”) in the Private Placement
• The subscription price is proposed to be NOK 3.96 per Rights Issue Share and Private Placement Share, representing a discount of approximately 15 percent to the Volume Weighted Average Price of the latest 10 trading days
• The Rights Issue will result in gross proceeds to the Company of approximately NOK 35.2 million, while the Private Placement will result in gross proceeds to the Company of approximately NOK 17.3 million

Each existing shareholder will be granted approximately 0.21 subscription rights for every shares registered as held by the shareholder on 13 June 2019 (the record date). The number of subscription rights granted to each existing shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Rights Issue Share in the Rights Issue.

The proposal to increase the share capital as included in the notice of the annual general meeting of the Company will be adjusted to reflect the subscription price elements set out above. For further information on the Rights Issue, see the notice of the annual general meeting available on www.aqualis.no.

The full terms and conditions for the Rights Issue will be included in a prospectus which will be published prior to the commencement of the subscription period for the Rights Issue, expected to start on or about 18 June 2019 and end on or about 2 July 2019 at 16:30 CET. SpareBank 1 Markets AS is sole financial advisor and bookrunner for the Right Issue and Private Placement. Advokatfirmaet Haavind AS is acting as legal counsel to the Company.

For further information, please contact:

Investors and financial media

Kim Boman, CFO, Aqualis ASA
Telephone: +47 959 63 912
Email: kim.boman@aqualis.no

Other media enquiries

Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no

About Aqualis ASA

Aqualis ASA (OSE: Aqua) is a public company that, through its subsidiaries and associates, offers energy consultancy services to the offshore oil, gas and renewables sectors globally. The group employs experienced consultants across 19 offices in 15 countries worldwide. Aqualis ASA operates under two different brands: AqualisBraemar and Offshore Wind Consultants. AqualisBraemar is a specialized offshore marine and engineering consultancy firm, focusing on the shallow and deep-water offshore segments of the oil and gas industry. Offshore Wind Consultants is a globally focused consultancy providing independent services to the offshore renewables industry.

Important notice

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.This announcement is not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Aqualis does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to) forecasts, projections and estimates, statements of management’s plans, objectives and strategies for Aqualis, such as planned expansions, investments or other projects, management, as well as statements preceded by “expected”, “scheduled”, “targeted”, “planned”, “proposed”, “intended” or similar statements. Although Aqualis believes that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realised.