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.

Updated key information about the preferential rights issue

• Date on which the terms and conditions of the rights issue was announced: 21 May 2019 – final terms announced 7 June 2019
• Last day including right: 11 June 2019
• Ex-date: 12 June 2019
• Record date: 13 June 2019
• Date of approval: 11 June 2019
• Maximum number of new shares: 8,882,575
• Subscription price: NOK 3.96
• Will the rights be listed: yes Other information: The preferential rights issue is subject to approval by the annual general meeting of Aqualis ASA, which will be held on 11 June 2019

This information is published in accordance with the requirements of the Continuing Obligations.

Major shareholder disclosure in Aqualis ASA by BidCo af 6 dec 2018 AB

We hereby declare that BidCo af 6 dec 2018 AB as per 24th May 2019 indirectly holds 1 389 614 shares and votes in Aqualis ASA through Danica Pension Försäkringsaktiebolag. This holding represents 3.28566 % of the total share capital and of voting rights in Aqualis ASA.

BidCo is flagging down the holding in number of shares since Danica Pension Försäkringsaktiebolag has made a sale in Aqualis ASA.

Q1 2019 financial results

Highlights Q1 2019

• Revenues of USD 8.2 million in Q1 2019, same level as in Q1 2018
• Operating loss (EBIT) of USD 0.2m vs operating profit of USD 0.2 million in Q1 2018
• Adjusted EBIT of USD 0.1 million in Q1 2019 vs USD 0.2 million in Q1 2018
• Positive operational cash flow of USD 1.8 million
• Billing ratio of 79% in Q1 2019
• Continued solid HSE performance and no lost time incidents (LTIs) during the quarter
• Robust financial position with cash balance of USD 7.2 million
• Offshore renewable business continues strong growth
• Opening up of new office in Boston, US to target renewables market
• Order backlog up to USD 9.0 million with increase in pipeline of opportunities
• Subsequent event: Entered into agreement to acquire three business lines (Adjusting, Marine and Offshore, jointly “BTS”) representing the majority of Braemar Technical Services division

“Q1 2019 started weaker than expected and was affected by the fluctuations in the call out contracting market with delays in some operations. Our backlog and pipeline increased during the quarter. We are pleased that our geographical expansion continues through the opening of an office in Boston, US. We look forward to support the renewables developments in the region.

The activity in the offshore wind sector remains high. We are very excited about the future of the offshore wind business particularly in emerging markets where we have identified several growth opportunities. This combined with that growth is finally expected to return to offshore oil and gas investments this year lead us to be optimistic on a continued strong performance for 2019″ says Mr. David Wells, CEO of Aqualis ASA

Revenues and adjusted EBIT

Revenue were steady at USD 8.2 million in Q1 2019 (USD 8.2 million in Q1 2018). Revenues in Middle East and for OWC increased while there was a decrease in Europe due mainly to the closure of our operations in Norway. EBIT loss of USD 0.2 million in Q1 2019 (profit of USD 0.2 million in Q1 2018). Adjusted EBIT was USD 0.2 million with a margin of 1.7% versus 2.4% in the same period last year.

The financial position of Aqualis is strong with cash balance of USD 7.2 million at end of Q1 2019.

Most entities have had positive operational performance in the quarter despite continued overall weak market conditions in the oil and gas sector. The billing ratio for technical staff (including subcontractors) was reduced to 79% in Q1 2019 compared to 84% in Q1 2018 due to delays in some operations.

Outlook

Aqualis financial performance is driven primarily by activity within the global oil and gas markets and the offshore renewables sector. The O&G sector continues to face challenging market conditions, but signs of recovery. Based on analyst estimates the offshore O&G exploration budgets increasing with 10 – 20% in 2019. This is expected to lead to market improvement for Aqualis in 2020 and beyond.

Aqualis expects the Middle East region to remain robust, a region where we are gaining an increasingly dominant position. The market conditions in other regions are weaker.

Our activity in the offshore renewables market remains high and the industry has a strong project pipeline over the next years. OWC is strengthening its market position and experiences increasing opportunities in emerging markets. Growth opportunities have been identified globally and further expansion is planned. OWC is enhancing its service offering and re-focusing on higher margin advisory work.

The acquisition of BTS will increase scale, broaden service offering and position the combined company as a leading adjusting, marine, offshore and renewable consultancy.

Aqualis’ strategy remains unchanged being focused on widening and strengthening its global client portfolio and enhancing client loyalty to take increased market share. The company has a flexible cost base needed to adapt more quickly to market changes.

The presentation will be available through a conference call only, at 10:30 a.m. CET. The recording of the presentation will be available on the company website. To join this event, please use the dial in details below 5- 10 minutes prior to start time.

Dial in details:
Local – USA +1 929-477-0448
Local – UK +44 (0)330 336 9411
Local – Norway +47 2350 0296

Confirmation code: 6598983

Q1 2019 Presentation

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 specialised 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.