Belships ASA: Mandatory notification of transactions by primary insiders and close associates and disclosure of large shareholdings

Belships Skibs

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Kaufen Verkaufen

Oslo, 21 February 2025

Reference is made to the offer document dated 21 January 2025 issued by Blue Northern BLK Ltd. in respect of the recommended voluntary cash tender offer (the "Offer") to acquire all issued and outstanding shares (the "Shares") of Belships ASA ("Belships" or the "Company") against a cash consideration of NOK 20.50 per Share (the "Offer Price").

Reference is further made to the stock exchange announcement on 21 February 2025 regarding the fulfilment of the closing condition relating to "Minimum Acceptance" under the Offer.

The following members of the Company's board of directors (the "Board") and executive management, and close associates of them, have accepted the Offer at the Offer Price for all of their Shares in the Company, as further specified below:

* AS Torinitamar, a close associate of primary insider Lars Christian Skarsgård (CEO): 980,100 Shares.
* Kryptogram AS, a close associate of primary insider Yngve Aslaksen Gram (CFO): 50,000 Shares.
* Kontrari AS, a close associate of primary insider Frode Teigen (Board member): 104,000,000 Shares.
* Kontrazi AS, a close associate of primary insider Frode Teigen (Board member): 32,500,000 Shares.
* Tamarillo Invest AS, a close associate of primary insider Frode Teigen (Board member): 50,000 Shares.
* Lars Christian Skarsgård (CEO): 19,900 Shares.
* Yngve Aslaksen Gram (CFO): 280,000 Shares.
* Peter Frølich (Chairman of the Board): 100,000 Shares.
* Birthe Cecilie Lepsøe (Board member): 7,500 Shares.
* Jorunn Seglem (Board member): 35,000 Shares.
* Carl Erik Steen (Board member): 179,154 Shares.
* Sten Stenersen (Board member): 15,000 Shares.
* Jan Erik Sivertsen (Board observer): 50,000 Shares.

Certain members of the Company's executive management hold options providing a right to acquire Shares at a strike price (the "Share Options"). The following members of the executive management have accepted a settlement in cash for all of their Share Options in Belships:

* Lars Christian Skarsgård (CEO): 5,000,000 unexercised Share Options.
* Yngve Aslaksen Gram (CFO): 300,000 unexercised Share Options.

After the settlement of the Share Options, none of the members of the executive management will hold any Share Options. The consideration per Share Option shall be equal to the Offer Price per Share less the strike price for each Share Option. Further details of the terms and conditions for the Share Options are set out in section 4.2 of the Offer Document.

Please see the enclosed forms for further details.

Among the pre-accepting shareholders, the following will at completion of the Offer cross below notifiable holdings thresholds set out in section 4-2 of the Norwegian Securities Trading Act, as specified below:

* Kontrazi AS' holding of Shares and votes in the Company will decrease from 12.858% to 0%, and accordingly cross below the notifiable holdings threshold of 10% and 5%. Kontrazi AS is ultimately controlled by Frode Teigen.
* Kontrari AS' holding of Shares and votes in the Company will decrease from 41.145% to 0%, and accordingly cross below the notifiable holdings threshold of 1/3, 25%, 20%, 15%, 10% and 5%. Kontrari AS is ultimately controlled by Frode Teigen.
* JAHATT AS and Jakob Hatteland Holding AS' combined holding of Shares and votes in the Company will decrease from 6.320% to 0%, and accordingly cross below the notifiable holdings threshold of 5%. JAHATT AS and Jakob Hatteland Holding AS are both ultimately controlled by Jakob Hatteland.
* Wenaasgruppen AS' holding of Shares and votes in the Company will decrease from 7.20% to 0%, and accordingly cross below the notifiable holdings threshold of 5%. Wenaasgruppen AS is ultimately controlled by Lars Wenaas.

For further information, please contact:

Lars Christian Skarsgård, Chief Executive Officer
Telephone: +47 977 68 061
E-mail: LCS@belships.no

This information is subject to the disclosure requirements in Regulation EU 596/2014 (MAR) article 19 number 3 and sections 4-2 and 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Yngve Aslaksen Gram, Chief Financial Officer, on 21 February 2025 at the time set out above.

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