SEAWAY 7 ASA NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INCANADA ,JAPAN ,AUSTRALIA ORTHE UNITED STATES , OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Reference is made to previous stock exchange announcements fromSeaway 7 ASA (the "Company" or "Seaway7") regarding a fully underwritten rights issue of 436,562,575 new shares in the Company (the "Offer Shares "), raising gross proceeds ofNOK 2,108,597,237.25 (the "Rights Issue"). The subscription period in the Rights Issue starts today11 October 2022 , at09:00 CEST . Certain information about the Rights Issue is set out below. The complete terms and conditions of the Rights Issue are set out in the Prospectus (as defined below).Fearnley Securities AS is acting as manager for the Rights Issue (the "Manager"). Allocation and grant of Subscription Rights The holders of the Company's shares as of6 October 2022 (the "Existing Shareholders" and the "Existing Shares", respectively), as registered with theNorwegian Central Securities Depository (the "VPS") as of10 October 2022 (the "Record Date"), have been granted transferable subscription rights (the "Subscription Rights") in the Rights Issue that, subject to applicable law, provide preferential rights to subscribe for, and be allocated,Offer Shares at the subscription price ofNOK 4.83 per Offer Share (the "Subscription Price"). Each Existing Shareholder has been granted one (1) Subscription Right for each Existing Share registered as held by the Existing Shareholder in VPS at the Record Date. The Subscription Rights have been distributed free of charge to the Existing Shareholders. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one (1) Offer Share. Over-subscription by holders of Subscription Rights will be permitted, however, there can be no assurance thatOffer Shares will be allocated for such subscriptions. Other than subscriptions from the Underwriters (defined below), subscription in the Rights Issue without Subscription Rights is not permitted. The grant or purchase of Subscription Rights and the subscription ofOffer Shares by persons resident in, or who are citizens of countries other thanNorway , may be affected by laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 15.8 "Subscription Rights" and Section 16 "Selling and Transfer Restrictions" in the prospectus prepared by the Company and dated7 October 2022 (the "Prospectus"). The Prospectus is, subject to applicable local securities laws, available at the websites of the Company (www.seaway7.com/investors) and the Manager (www.fearnleysecurities.com). Subscription period The subscription period commences on11 October 2022 at09:00 CEST and expires on25 October 2022 at16:30 CEST (the "Subscription Period"). The Subscription Period may not be shortened, but the Board of Directors of the Company may extend the Subscription Period if this is required by law as a result of the publication of a supplemental prospectus. Subscription Right The Subscription Rights will be listed and tradeable on Euronext Growth Oslo from11 October 2022 at09:00 CEST to19 October 2022 at16:30 CEST , under the ticker "SEAWT". The Subscription Rights will hence only be tradeable during part of the Subscription Period. Persons intending to trade in Subscription Rights should be aware that trading in, and exercise of, Subscription Rights by holders who are located in jurisdictions outside ofNorway may be restricted or prohibited by applicable securities laws. See Section 16 "Selling and Transfer Restrictions" in the Prospectus for further information. Subscription Rights that are not used to subscribe forOffer Shares before the expiry of the Subscription Period on25 October 2022 at16:30 CEST or sold before19 October 2022 at 16:30 will have no value and will lapse without compensation to the holder. The Subscription Rights are expected to 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, as further detailed in Section 15.19 "Dilution" of the Prospectus. Subscription Price The Subscription Price isNOK 4.83 per Offer Share. Subscription procedure Subscriptions forOffer Shares may either be made through the VPS online subscription system or by submitting a correctly completed subscription form to the Manager within the Subscription Period. Subscribers who are residents ofNorway with a Norwegian personal identification number are encouraged to subscribe forOffer Shares through the Norwegian VPS' online subscription system (or by following the link on www.fearnleysecurities.com which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identity number (Nw. fødselsnummer). Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period. Subscribers that are not able to use the VPS online subscription system must submit a correctly completed subscription form to the Manager during the Subscription Period. The subscription form is attached to the Prospectus. Postal and e-mail address to the Manager is included in Section 15.10 "Subscription procedures" of the Prospectus. The Underwriting Pursuant to an underwriting agreement dated9 September 2022 , the Company's three largest shareholders,Subsea 7Blue Space Limited , Songa Capital AS andLotus Marine AS (the "Underwriters") have, on a firm commitment basis, undertaken, severally and not jointly, and otherwise on the terms and conditions set out in the underwriting agreement, to fully underwrite the Rights Issue on a pro rata basis based on their current shareholding in the Company, i.e. with an aggregate amount ofNOK 2,108,597,237.25 (the "Underwriting Obligation"). Pursuant to the underwriting agreement, the Underwriters shall receive an underwriting commission equal to 1.5% of their respective underwriting obligation. The Underwriting Obligation will expire in the event that the Underwriters are not notified of any allocation under the Underwriting Obligation within31 December 2022 . See Section 15.20 "The Underwriting" in the Prospectus for further information about the Underwriters. Financial Intermediaries If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it 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 Existing Shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue. Allocation ofOffer Shares - Listing and commencement of trading in the Offer Shares Following expiry of the Subscription Period, the Offer Shares will be allocated to subscribers in accordance with the allocation principle described in Section 15.13 "Allocation of the Offer Shares" in the Prospectus. Payment for allocatedOffer Shares falls due28 October 2022 . Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with theNorwegian Register ofBusiness Enterprises on or about3 November 2022 and that allocatedOffer Shares will be delivered to the VPS accounts of the subscribers, and be tradable on Euronext Growth Oslo, on or about the same day. For further information, please contact:Mark Hodgkinson ir@seaway7.com About Seaway7 Seaway7 is a global leader in the delivery of fixed offshore wind projects, committed to contributing to an efficient and sustainable energy supply for the future. Seaway7 is listed on Euronext Growth Oslo (SEAW7). IMPORTANT NOTICE This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Any offering of the securities referred to in this announcement will be made by means of a prospectus approved by theFinancial Supervisory Authority of Norway and published by the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other thanNorway , which has implemented the Prospectus Regulation (EU)(2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or the Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the Manager have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Manager which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor the Manager have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Manager to publish or supplement a prospectus for such offer. This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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. Matters discussed in this announcement may constitute forward-looking statements. These statements relate to our current expectations, beliefs, intentions, assumptions or strategies regarding the future and are subject to known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements may be identified by the use of words such as 'anticipate', 'believe', 'estimate', 'expect', 'future', 'goal', 'intend', 'likely' 'may', 'plan', 'project', 'seek', 'should', 'strategy' 'will', and similar expressions. The principal risks which could affect future operations of the Group are described in the 'Risk' section of the Group's Annual Report. Factors that may cause actual and future results and trends to differ materially from our forward-looking statements include (but are not limited to): (i) our ability to deliver fixed price projects in accordance with client expectations and within the parameters of our bids, and to avoid cost overruns; (ii) our ability to collect receivables, negotiate variation orders and collect the related revenue; (iii) our ability to recover costs on significant projects;(iv) unanticipated delays or cancellation of projects included in our backlog; (v) competition and price fluctuations in the markets and businesses in which we operate; (vi) the loss of, or deterioration in our relationship with, any significant clients; (vii) the outcome of legal proceedings or governmental inquiries; (viii) uncertainties inherent in operating internationally, including economic, political and social instability, boycotts or embargoes, labour unrest, changes in foreign governmental regulations, corruption and currency fluctuations; (ix) the effects of a pandemic or epidemic or a natural disaster; (x) changes in, or our failure to comply with, applicable laws and regulations (including regulatory measures addressing climate change); (xi) operating hazards, including spills, environmental damage, personal or property damage and business interruptions caused by adverse weather; (xii) equipment or mechanical failures, which could increase costs, impair revenue and result in penalties for failure to meet project completion requirements; (xiii) the timely delivery of vessels on order; (xiv) our ability to keep pace with technological changes and the impact of potential information technology, cyber security or data security breaches; and (xv) the effectiveness of our disclosure controls and procedures and internal control over financial reporting. Many of these factors are beyond our ability to control or predict. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Each forward-looking statement speaks only as of the date of this announcement. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Neither the Manager nor any of its 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. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. In connection with the Rights Issue, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of its affiliates acting as investors for their own accounts. The Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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