Avance Gas Holding Ltd – NOK 555 million private placement successfully completed - Seite 2

The board of directors has considered the offering of new common shares in the Private Placement in light of the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and the board of directors is of the opinion that the contemplated transaction is in compliance with these requirements and guidelines.

In reaching this conclusion, the board of directors inter alia emphasized that:

• The subscription price of NOK 43 per share is based on the results of a bookbuilding process and the price is considered to represent professional investors' view of the market price for the shares for a share offering of this size.
• A share issue in the form of a private placement enables the Company to capitalise on current market conditions which are deemed beneficial to the interest of the Company and its shareholders. Alternative transaction structures would imply a longer lead time and potentially significant discounts.
• To reduce the effect of the private placement, the board of directors will carry out a subsequent offering at the same subscription price as in the Private Placement unless the Company's shares trade below the subscription price following the announced completion of the Private Placement, enabling the shareholders to compensate for the dilutive effect as a result of the Private Placement.

The board of directors proposes a subsequent offering of up to 644,950 new common shares at a subscription price equal to the offer price in the Private Placement (the "Subsequent Offering"). The Subsequent Offering will, subject to applicable securities laws, be directed towards existing shareholders in the Company as of 8 April 2021 (as registered in the Norwegian Central Securities Depositary ("VPS") as of 12 April 2021), who (i) were not allocated shares in the Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action

The Subsequent Offering is conditional on the approval and publication of a prospectus approved by the Financial Supervisory Authority of Norway. Further details of the Subsequent Offering will be included in the prospectus to be issued by the Company. The board of directors may cancel the Subsequent Offering, depending on the development in the Company's share price, the prevailing market conditions and considerations of the Company.