Last day of trading in subscription rights

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 previous announcements by AqualisBraemar ASA (the “Company”) regarding the rights issue of 8,882,575 new shares in the Company at a subscription price of NOK 3.96 per offer share (the “Rights Issue”). The period for trading in subscription rights (ticker code “AQUA T”) in the Rights Issue expires today, 4 July 2019, at 16:30 hours (CET).

The subscription period for the Rights Issue will expire at 16:30 hours (CET) on 8 July 2019. Subscription rights that are not used to subscribe for offer shares before the expiry of the subscription period (8 July 2019 at 16:30 hours (CET)) or sold before 16:30 hours (CET) on 4 July 2019 will have no value and will lapse without compensation to the holder.

For more information, please refer to the prospectus for the Rights Issue dated 21 June 2019.

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 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.

Primary insider notice

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

Andreas Theophanatos, Regional Managing Director Brazil in AqualisBraemar, has subscribed for 107 559 rights issue shares, of which 107 559 corresponds to the number of subscription rights allocated to him based on his existing shareholding. Following the issuance of the new shares in the Rights Issue, he and his close associates will own at least 619 747 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.

Primary insider notice

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

Reuben Segal, Group COO in AqualisBraemar, has subscribed for 100 000 rights issue shares, of which 100 000 corresponds to the number of subscription rights allocated to him based on his existing shareholding. Following the issuance of the new shares in the Rights Issue, he and his close associates will own at least 1 502 923 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.

Primary insider notice

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

David Wells, CEO, has subscribed for 165 222 rights issue shares, of which 165 222 corresponds to the number of subscription rights allocated to him based on his existing shareholding. Following the issuance of the new shares in the Rights Issue, he and his close associates will own at least 951 998 shares in the Company.

Reuben Segal, Group COO, has sold 194 613 subscription rights at a price of NOK 0.0082 per subscription right. Following the sale, he and his close associates holds 100,000 subscription rights.

Stuart Mills, Group Commercial Director, has subscribed for 28 768 rights issue shares, of which 28 768 corresponds to the number of subscription rights allocated to him based on his existing shareholding. Following the issuance of the new shares in the Rights Issue, he and his close associates will own at least 165 766 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.

Primary insider notice

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

Gross Management AS, a company controlled by Glen Rødland, Chairman of the Board, has today subscribed for 2,000,000 rights issue shares, of which 1,547,279 corresponds to the number of subscription rights allocated to him based on his existing shareholding and 452,721 represents over-subscription. As described in the prospectus, Gross Management AS may also be allocated additional shares pursuant to the underwriting agreement. Following the issuance of the new shares in the Rights Issue, Rødland and his close associates will own at least 8,915,275 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.

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.