Norse Atlantic ASA - Commencement of the subscription period for the Rights Issue and the Bond Conversion Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Arendal, 5 June 2026: Reference is made to the stock exchange announcements published by Norse Atlantic ASA (the "Company") on 14 April 2026, 2 June 2026, and 4 June 2026 regarding the fully underwritten rights issue of new shares at a subscription price of NOK 0.50 per share (the "Subscription Price") to raise gross proceeds of the NOK equivalent of approximately USD 110 million (the "Rights Issue"), and the approval and publication of the prospectus (the "Prospectus"). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Prospectus and the announcement of 4 June 2026.

The Prospectus, including the subscription form, is available subject to applicable securities laws at the websites of Arctic Securities AS (www.arctic.com/offerings), Pareto Securities AS (www.paretosec.com/transactions) and SB1 Markets AS (www.sb1markets.com/transactions/).

Subscription Period

The subscription period for the Rights Issue will commence today, Friday 5 June 2026, at 09:00 hours (CEST) and expire on 19 June 2026 at 16:30 hours (CEST) (the "Subscription Period"). For the subscription procedure, see Section 5.9 of the Prospectus and the Subscription Form attached as Appendix B thereto.

Trading and Consequences of Non-Exercise

The Subscription Rights will be tradable on Euronext Expand Oslo under the ticker code "NORST" from 5 June 2026 at 09:00 hours (CEST) until 15 June 2026 at 16:30 hours (CEST) (the "Trading Period"). Note that the Trading Period ends before the Subscription Period.

Subscription Rights that are not exercised before 16:30 hours (CEST) on 19 June 2026 will have no value and will lapse without any compensation to the holder. Holders who do not intend to exercise their Subscription Rights are therefore encouraged to sell them before the end of the Trading Period (16:30 hours CEST on 15 June 2026).

The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Holders who do not exercise their Subscription Rights will experience a dilution of their shareholding in the Company. See Section 5.31 regarding dilution in the Prospectus for further information.

Being granted or purchasing Subscription Rights does not in itself constitute a subscription for Offer Shares. For the subscription procedure and further details regarding the Subscription Rights, see Sections 5.9 and 5.7 of the Prospectus.

Selling and Transfer Restrictions

The grant, acquisition and exercise of Subscription Rights and the subscription for Offer Shares by persons resident in, or who are citizens of, countries other than Norway may be affected by the laws of the relevant jurisdiction. No Offer Shares or Subscription Rights will be offered or sold in the United States except to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended) in transactions exempt from registration requirements.

Subscription Rights credited to Ineligible Shareholders (including shareholders resident in jurisdictions where the Prospectus may not be distributed, and shareholders in the United States who are not qualified institutional buyers) do not constitute an offer to such shareholders. The Company will instruct the Managers to, as far as possible, withdraw such Subscription Rights and sell them from 09:00 hours (CEST) on 11 June 2026 to 16:30 hours (CEST) on 15 June 2026, for the account and risk of such Ineligible Shareholders. For a full description of selling and transfer restrictions, see Section 15 "Selling and Transfer Restrictions" in the Prospectus.

The Underwriting

The Rights Issue is fully underwritten. Pursuant to the Subscription and Underwriting Agreement dated 14 April 2026 (the "Underwriting Agreement"), the Underwriters have underwritten the full amount of the Rights Issue (the NOK equivalent of approximately USD 110 million). Subject to the terms of the Underwriting Agreement, the Underwriters have undertaken to subscribe for all Offer Shares that are not otherwise subscribed for and allocated in the Rights Issue. For further details regarding the underwriting, including the full list of Underwriters and their respective commitments, see Section 5.22 "The Underwriting" in the Prospectus.

Bond Conversion Offer

The Company will today, on Friday 5 June 2026, launch the announced offer for voluntary conversion of outstanding bonds under the "Norse Atlantic ASA USD 30,000,000 8.5 per cent. senior unsecured convertible bonds 2025/2027" (the "Bonds") into new shares in the Company at a conversion price of NOK 0.50 per share (the "Bond Conversion Offer"). The maximum number of new shares to be issued is 574,814,400 (the "Bond Conversion Shares"). As of the date of this announcement, the Company has received binding commitments from bondholders representing 58.2% of the outstanding Bonds to accept the Bond Conversion Offer. The acceptance period expires at 16:30 (CEST) on 17 June 2026. Bondholders wishing to accept should contact the Managers for further information and instructions.

Allocation, Payment, Listing and Commencement of Trading

Notification of allocation is expected to be distributed on or about 22 June 2026. The payment date for investors allocated Offer Shares in the Rights Issue is expected to be on or about 23 June 2026 (the "Payment Date").

Subject to timely payment in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 29 June 2026 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 30 June 2026.

The Offer Shares are expected to be tradable on Euronext Expand Oslo from and including 30 June 2026.

Advisors

Arctic Securities AS, Pareto Securities AS and SB1 Markets AS are acting as Managers for the Rights Issue. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in connection with the Rights Issue.

Contacts:

Investors: CFO, Anders Hall Jomaas, anders.jomaas@flynorse.com

This information is subject to the disclosure requirements pursuant to the Continuing Obligations and the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

IMPORTANT INFORMATION

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which such action is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Managers. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.

This document is not for publication or distribution, directly or indirectly, in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China or Japan or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction.

The Managers are acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any other transaction or arrangement referred to in this announcement.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their respective 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.