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Investor Presentaiton

EQUITY OFFERING SUMMARY Timeline and key considerations Minimum order and allocation of NOK equivalent of EUR 100,000 Ocean Sun Conditions In conjunction with the Private Placement, the Company has applied for its shares to be admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange The company will be listed under the ticker OSUN-ME Start of application period: 12 October 2020 at 09:00 CEST Close of application period: 16 October 2020 at 16:30 CEST Payment Date for the Private Placement: Expected on or about 19 October 2020 Delivery of Offer Shares to subscribers applicants in the Private Placement and first day of trading on Merkur Market: Expected on or about 26 October 2020 Completion of the Private Placement is subject to: (i) all corporate resolutions of the Company required to implement the Private Placement being validly made, including the Board's resolution (and the general meeting of the Company if required) to proceed with the Private Placement and to issue the New Shares, (ii) payment being received for the Offer Shares, (iii) registration in the Norwegian Register of Business Enterprises (BRREG) of the share capital increase pertaining to the New Shares, and (iv) the Company's shares being approved for admission to trading on Merkur Market. Transaction summary Issuer The offer The offer price Use of proceeds from the Primary Tranche Sponsor participation and lock-up Ocean Sun AS, registration number 917 619 751 Company shares ("Shares") recorded in the VPS under ISIN NO 001 0887565 Private placement through (i) issuance of new ordinary shares for gross proceeds of approximately NOK 100 million ("Primary Tranche") and (ii) sale of existing ordinary shares for gross proceeds up to NOK 50 million ("Secondary Tranche") (together the "Offer Shares") in Ocean Sun AS (the "Company" or the "Issuer") (the "Private Placement") The Offer Shares is expected to be sold between NOK 17.75 and NOK 20.25 per Offer Share, equivalent to a pre-money equity value pro forma the Private Placement of NOK 700-800 million Expand organization, fund continued research and development, as well as working capital and general corporate purposes As part of the Secondary Tranche, certain existing larger shareholders expect to offer for sale some of their shares, while expect to retain a significant portion of their original ownership Members of the Company's management and board, as well as the Selling Shareholders and other existing large shareholders have entered into customary lock-up arrangements with the Manager, with a lock-up period of 6 months Minimum application Listing Timeline " " Allocation criteria Investor requirement Manager The allocation will be made at the sole discretion of the Company's board of directors (the "Board") The Board expects to focus on criteria such as (but not limited to) size and timeliness of order, perceived investor quality, investment horizon and shareholder base following Private Placement. Investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the US in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the U.S. to "qualified institutional buyers" (QIBS) as defined in Rule 144A under the US Securities Act Fearnley Securities AS Tradability of Shares Shares, including Offer Shares, not freely transferable until (and subject to) listing on Merkur Market actually occurs 12 13
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