The issuance of 990,000 new shares has been registered with the Norwegian Register of Business Enterprises. Following registration, the share capital of ESCO Consultants is NOK 13,109,286.70 divided into 131,092,867 shares, each share having a par value of NOK 0.1.

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Glen Ole Rødland, chairman – 12,000 shares
Yvonne Litsheim Sandvold, board member – 6,000 shares
Synne Syrrist, board member – 6,000 shares
Rune Eng, board member – 6,000 shares
David Wells, board member – 6,000 shares
Hege Marie Norheim, board member – 6,000 shares
Bjørn Stray, observer – 6,000 shares

Shares allocated to Glen Ole Rødland have been allocated to Gross Management AS, a company controlled by Glen Ole Rødland, while the shares allocated to Rune Eng have been allocated to Eng Invest AS, a company controlled by Rune Eng.

The shares have a lock-up of minimum 24 months from the date of the Annual General Meeting.

Primary insider notification forms pursuant to the requirements of the Market Abuse Regulation are attached hereto.

Following completion of the above allocations, ESCO Consultants owns a total of 248,213 of its own shares, corresponding to 0,19 % of ESCO Consultants’s share capital.

This information is subject to the disclosure requirements pursuant to MAR Article 19 and Section 5-12 of the Norwegian Securities Trading Act.

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Bjørn Stray has purchased 45,000 shares at NOK 9.40 per share. Following the share purchase, Mr Stray holds 6,362,743 shares in the Company. Please see attached primary insider notification form pursuant to the requirements of the Market Abuse Regulation.

Gross Management AS has purchased 115,000 shares at NOK 9.40 per share. Following the share purchase, Gross Management AS holds 15,255,351 shares in the Company. Please see attached primary insider notification forms pursuant to the requirements of the Market Abuse Regulation.

This information is subject to the disclosure requirements pursuant to MAR Article 19 and Section 5-12 of the Norwegian Securities Trading Act.

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Participants in ESCO Consultants’s share option program have on 20 January 2025 exercised a total of 990,000 options distributed as follows:

• 405,000 options issued as part of the LTIP 2019 program at an exercise price of NOK 2.88; and
• 585,000 options issued as part of the LTIP 2020 program at an exercise price of NOK 4.90.

Each option gives a right to receive one share in the Company. For more information on the LTIP and outstanding share options, please see the Company’s Annual Report as well as the notice to the Annual General Meeting 2024.

Following the exercise, the Board of Directors, pursuant to authorisation granted at the Company’s Annual General Meeting, has decided to increase the Company’s share capital by NOK 99,000.0 by issuing 990,000 new shares of par value NOK 0.1. Subsequent to the transaction, ESCO Consultants’s share capital will be NOK 13,109,286.70 divided into 131,092,867 shares, each share having a par value of NOK 0.1 and carrying one vote in the Company’s general meeting.

After the exercise, the following employee share options remain outstanding:

• 2,412,500 vested share options expiring 14 September 2025, with exercise price NOK 4.90; and
• 740,000 share options, vesting 11 July 2025 and expiring 11 April 2026, with exercise price NOK 11.19.

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The planned transaction was first announced on 5 December last year.

The acquisition expands ESCO Consultants’s technical centre of excellence in design and engineering for maritime and offshore energy construction and operations. The addition of Copa Marine expands ESCO Consultants’s design and engineering capabilities with a team of 90+ professionals and a track-record of more than 1,600 projects.

Further, the acquisition strengthens ESCO Consultants’s offering in both Brazil and the wider Americas within vessel design and conversion, asset integrity management and life extension, and marine and energy operations engineering. In addition, Copa Marine brings significant expertise in floating production storage and offloading (FPSO) vessels, enhancing the Group’s overall capabilities in this segment.

In addition, being part of MSGlobal will support Copa Marine in transitioning some of its expertise to increasingly support renewable energy and energy transition design and engineering.

“We are delighted to formally welcome the Copa Marine team into MSGlobal and the joining of forces between two like-minded design houses. We are confident that our joint offering will benefit both current and potential new clients in both the Americas and elsewhere around the world.”

Jake Anderson, Managing Director of MSGlobal

“This is the first day of the next chapter in Copa Marine’s proud history – to take Brazilian engineering excellence to the world. Becoming part of MSGlobal not only strengthens our overall capability to support more clients and in more sectors, but opens great opportunity to take our expertise global.”

Bernardo Xavier, Operations Director, Copa Marine

Find out more about Copa Marine, their expertise, services and track-record, or discover our global design and engineering capability at MSGlobal:

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Reference is made to the stock exchange announcement dated 5 December 2024 regarding ESCO Consultants entering into an agreement to acquire 100 percent of the shares in Brazil-based naval architecture and engineering consultancy, Copa Marine. ESCO Consultants has today successfully completed the transaction.

The acquisition expands ESCO Consultants’s technical centre of excellence in design and engineering for maritime and offshore energy construction and operations. It strengthens ESCO Consultants’s offering in both Brazil and the wider Americas within vessel design and conversion, asset integrity management and life extension, and marine and energy operations engineering.

In addition, Copa Marine brings significant expertise in floating production storage and offloading (FPSO) vessels, enhancing the group’s overall capabilities in this segment.

Copa Marine will now merge with ESCO Consultants’s design house, MSGlobal. Copa Marine brings a team of 90+ professionals and a track-record of more than 1,600 projects to MSGlobal.

“We are delighted to officially welcome Copa Marine as part of ESCO Consultants. In merging Copa Marine with MSGlobal, we are significantly growing our design and engineering capacity to support larger and more projects across marine and offshore energy sectors internationally.”

Owain Segal, CEO of ESCO Consultants ASA

Copa Marine is valued at an enterprise value of USD 4.0 million in the transaction. The purchase price will be settled with a combination of cash and up to 2,302,494 shares in ESCO Consultants. The cash portion has been settled on closing, while settlement of the consideration shares will take place through annual instalments over five years from 5 December 2024, subject inter alia to the sellers’ continued employment in ESCO Consultants.

Discover more on Copa Marine’s services, expertise and track-record, by visiting their website:

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The Company has today opened an exercise window in which option holders may exercise vested share options. The exercise window closes on 20 January 2025, and any exercises will take effect only at the end of the window.

The following share options vested in 2022 and 2023 and may be exercised during the current window:

• 405,000 share options, held by 9 option holders, each with an exercise price of NOK 2.88. These options will expire in March 2025 unless exercised in the current exercise window.
• 2,997,500 share options, held by 48 option holders, each with an exercise price of NOK 4.90. These options expire in September 2025 and may be exercised in a later exercise window.

In addition to the above, there are 740,000 unvested employee share options outstanding, vesting on 11 July 2025 at an average exercise price of NOK 11.19.

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For the period from and including 16 December through 18 December 2024, ESCO Consultants purchased a total of 12,401 shares at an average price of NOK 9.75 per share. The transactions effected through the agreement with Arctic comprise all the transactions effected by or on behalf of ESCO Consultants during the period.

This completes the share repurchase program announced on 19 November 2024.

Transaction overview:

The issuer’s holding of own shares: 296,213
Following the completion of the above transactions, ESCO Consultants owned a total of 296,213 of its own shares, corresponding to 0.23% of ESCO Consultants’s share capital.

Appendix:
An overview of all transactions made under the Company’s buyback program and its agreement with Arctic Securities that have been carried out during the above-mentioned time period is attached to this report and available at www.newsweb.no.

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For the period from and including 9 December through 13 December 2024, ESCO Consultants purchased a total of 76,397 shares at an average price of NOK 9.80 per share. The transactions effected through the agreement with Arctic comprise all the transactions effected by or on behalf of ESCO Consultants during the period.

Transaction overview:

The issuer’s holding of own shares: 283,812

Following the completion of the above transactions, ESCO Consultants owned a total of 283,812 of its own shares, corresponding to 0.22% of ESCO Consultants’s share capital.

Appendix:

An overview of all transactions made under the Company’s buyback program and its agreement with Arctic Securities that have been carried out during the above-mentioned time period is attached to this report and available at www.newsweb.no.

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For the period from and including 2 December through 6 December 2024, ESCO Consultants purchased a total of 65,752 shares at an average price of NOK 9.83 per share. The transactions effected through the agreement with Arctic comprise all the transactions effected by or on behalf of ESCO Consultants during the period.

Transaction overview:

The issuer’s holding of own shares: 207,415

Following the completion of the above transactions, ESCO Consultants owned a total of 207,415 of its own shares, corresponding to 0.16% of ESCO Consultants’s share capital.

Appendix:

An overview of all transactions made under the Company’s buyback program and its agreement with Arctic Securities that have been carried out during the above-mentioned time period is attached to this report and available at www.newsweb.no.

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