Norwegian: Conversion of New Capital Perpetual Bonds

Reference is made to the Norwegian Air Shuttle ASA (the “Company”) FRN perpetual subordinated convertible bond loan with ISIN NO 0010996440 and ISIN NO 0010996432 in the aggregate amount of 1,875,000,000 (the “New Capital Perpetual Bonds”).

Pursuant to the bond terms, the New Capital Perpetual Bonds with ISIN NO 0010996440 in the aggregate amount of NOK 1,738,293,310 can be converted into shares from the date falling on the second anniversary of the issue date (the “Ordinary Conversion Bonds”) and the New Capital Perpetual Bonds with ISIN NO 0010996432 in the aggregate amount of NOK 136,706,690 are convertible into shares from the issue date, being 26 May 2021 (the “Early Conversion Bonds”).

The New Capital Perpetual Bonds were issued as a part of the capital raise being prescribed under the scheme of arrangement for the financial restructuring of the Company and certain of its Irish subsidiaries, which was implemented on 26 May 2021 through an Irish examinership process and a Norwegian reconstruction process. For further details, please see the stock exchange announcement on 11 March 2021, 3 May 2021 and 26 May 2021.

The Company has received conversion notices from bondholders representing NOK 42,018,277 Early Conversion Bonds, which pursuant to standard terms set out in the bond terms are convertible into 4,474,787 new shares in the Company.

Following the conversion, the Company has New Capital Perpetual Bonds in issue in the nominal amount of NOK 1,832,981,723, of which NOK 1,738,293,310 constitute Ordinary Conversion Bonds and NOK 94,688,413 constitute Early Conversion Bonds. The remaining New Capital Perpetual Bonds may be converted into approximately 195 million shares in the Company at a conversion price of NOK 9.39, subject to anti-dilution provisions.

The Company’s share capital is increased by NOK 447,478.70 by issue of 4,474,787 new shares. The increase pertaining to the conversion of the Early Conversion Bonds has today been registered in the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company’s new share capital is NOK 70,572,964.10 divided into 705,729,641 shares, each with a nominal value of NOK 0.10.

Issuance of the new shares in the VPS is expected to take place later today.