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Integrated Wind Solutions AS

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Integrated Wind Solutions AS Information Document Integrated Wind Solutions AS (A private limited liability company incorporated under the laws of Norway) Admission to trading of shares on Euronext Growth Oslo This Information Document (the "Information Document") has been prepared by Integrated Wind Solutions AS (the "Company" or "IWS" solely for use in connection with the admission to trading of the Company's 17,500,000 shares, each with a nominal value of NOK 2 (the "Shares") on Euronext Growth Oslo. The Company has applied for admission to trading of its Shares on Euronext Growth Oslo and it is expected that the Shares will start trading on or about 25 March 2021 under the ticker symbol "IWS". Euronext Growth is a market operated by Euronext. Companies on Euronext Growth, a multilateral trading facility (MTF), are not subject to the same rules as companies on a Regulated Market (a main market). Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in a company on Euronext Growth may therefore be higher than investing in a company on a Regulated Market. Investors should take this into account when making investment decisions. The present Information Document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71. The present Information Document has been drawn up under the responsibility of the Company. It has been reviewed by the Euronext Growth Advisor and has been subject to an appropriate review of its completeness, consistency and comprehensibility by Euronext. THIS INFORMATION DOCUMENT DOES NOT CONSTITUE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT HERETO. Investing in the Shares involves a high degree of risk. Prospective investors should read the entire document and in particular Section 1 "Risk factors" and Section 3.3 "Cautionary note regarding forward-looking statements" when considering an investment in the Company and its Shares. Euronext Growth Advisor ABG Sundal Collier ASA The date of this Information Document is 22 March 2021 IMPORTANT INFORMATION This Information Document has been prepared solely by the Company in connection with the admission to trading of the Shares on Euronext Growth Oslo. This Information Document has been prepared solely in the English language. For definitions of terms used throughout this Information Document, see Section 12 "Definitions and glossary of terms". The Company has engaged ABG Sundal Collier as its advisor in connection with the admission to trading on Euronext Growth Oslo (the "Euronext Growth Advisor"). This Information Document has been prepared to comply with the Euronext Growth Market Rule Book as applicable to Euronext Growth Oslo (the "Euronext Growth Rules"). Oslo Børs ASA has not approved this Information Document or verified its content. The Information Document does not constitute a prospectus under the Norwegian Securities Trading Act and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the "Prospectus Regulation"), and has not been reviewed or approved by any governmental authority. All inquiries relating to this Information Document should be directed to the Company or the Euronext Growth Advisor. No other person has been authorized to give any information, or make any representation, on behalf of the Company and/or the Euronext Growth Advisor in connection with the admission to trading, if given or made, such other information or representation must not be relied upon as having been authorized by the Company and/or the Euronext Growth Advisor. The information contained herein is current as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Company subsequent to the date of this Information Document. Any new material information and any material inaccuracy that might have an effect on the assessment of the Shares arising after the publication of this Information Document and before the admission to trading on Euronext Growth Oslo will be published and announced promptly in accordance with the Euronext Growth regulations. Neither the delivery of this Information Document nor the completion of the admission to trading on Euronext Growth Oslo at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the Company's affairs since the date hereof or that the information set forth in this Information Document is correct as of any time since its date. The contents of this Information Document shall not be construed as legal, business or tax advice. Each reader of this Information Document should consult with its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Information Document, you should consult with your stockbroker, bank manager, lawyer, accountant or other professional advisor. The distribution of this Information Document may in certain jurisdictions be restricted by law. Persons in possession of this Information Document are required to inform themselves about, and to observe, any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company that would permit the possession or distribution of this Information Document in any country or jurisdiction where specific action for that purpose is required. The Shares may be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. This Information Document shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo District Court as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Information Document. Investing in the Company's Shares involves risks. Please refer to Section 1 "Risk factors" of this Information Document. 2 TABLE OF CONTENTS 1. RISK FACTORS ............................................................................................................................ 5 1.1 Risks relating to the Group's business ................................................................................ 5 1.2 Risks related to the Shares and the admission to trading on Euronext Growth Oslo ....... 14 2. STATEMENT OF RESPONSIBILITY .......................................................................................... 17 3. GENERAL INFORMATION ......................................................................................................... 18 3.1 Other important investor information ................................................................................. 18 3.2 Presentation of financial and other information ................................................................. 18 3.3 Cautionary note regarding forward-looking statements .................................................... 19 3.4 Reasons for the application for admission ........................................................................ 19 4. BUSINESS OVERVIEW .............................................................................................................. 20 4.1 Introduction ........................................................................................................................ 20 4.2 History ............................................................................................................................... 20 4.3 Company structure ............................................................................................................ 20 4.4 Principal activities .............................................................................................................. 20 4.5 Related party agreements ................................................................................................. 21 4.6 Legal and arbitration proceedings ..................................................................................... 22 5. PRINCIPAL MARKETS ............................................................................................................... 23 5.1 Introduction to the energy transition .................................................................................. 23 5.2 Offshore wind is a principal enabler of the energy transition ............................................ 23 5.3 The offshore wind operations and maintenance market ................................................... 24 6. SELECTED FINANCIAL INFORMATION ................................................................................... 29 6.1 Introduction ........................................................................................................................ 29 6.2 Summary of accounting policies and principles ...............................................................
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