Reference is made to the announcement by Norwegian Air Shuttle ASA ("NAS") on 11
March and 21 May 2021 regarding the offering of new capital perpetual bonds as
resolved by the Extraordinary General Meeting on 17 December 2020.
The Norwegian Ministry of Trade, Industry and Fisheries has been allocated
1,213,988,781 bonds at a subscription price of NOK 1 per bond (which equals an
aggregate amount of NOK 1,213,988,781.00), in the interest bearing new capital
perpetual bond to be issued by NAS. The perpetual bonds can be converted into
NAS shares at NOK 9.39 per share (subject to adjustment provisions in the bond
terms) from the date falling two years from the issue date (and from the issue
date in respect of the first NOK 20,000,000 bonds), and until 24 May 2026 (or
such later date after extension of the conversion period), as further described
in the bond terms for the new capital perpetual bonds dated 20 May 2021. The
conversion right may also be exercised prior to the second anniversary of the
issue date in the event of (i) change of control in NAS, (ii) a mandatory offer
being made for the shares in NAS, (iii) de-listing of the shares in NAS and (iv)
if withholding tax is introduced and NAS exercises its call option, each as
further set out in the bond terms.
After the issuance of the perpetual bonds, The Norwegian Ministry of Trade,
Industry and Fisheries will have a total of 1,213,988,781 bonds in the perpetual
bond which can be converted into 129,285,280 shares in NAS, equal to 18.44% of
the shares and votes in NAS.
The foregoing calculations are based on a share capital of NAS of NOK
70,099,815.80 divided on 700,998,158 shares, each with a par value of NOK 0.10,
after the issuance of the new shares in the Private Placement and the Rights
Issue.