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ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN. 

As previously announced, Energeia AS ("Energeia" or the "Company") is currently
experiencing a very challenging liquidity situation. As of today, the Company
still has close to zero available working capital to ensure its current business
operations going forward even though it carried out a guaranteed share issue of
NOK 25 million with a subsequent repair issue of up to NOK 27.8 million as late
as in March 2025. The Board of Directors (the "Board") notes that only NOK 2
million, corresponding to approximately 7.2% of the repair issue was subscribed
for, and as such, the repair issue generated insignificant interest from the
Company's minority shareholders.  

To execute on the Company's project portfolio and secure Energeia's short-term
liquidity needs, the Company has today entered into a new agreement with its two
main shareholders to complete a new private placement as further set out below
(the "Private Placement"), with a pre-condition for participation that the
Company applies for delisting of its shares from Euronext Growth Oslo. The Board
has also resolved to ask the extraordinary general meeting (the "EGM") for an
authorization to carry out a share buy-back of the Company's shares from
minority shareholders (the "Share buy-back") and an authorisation to increase
the Company's share capital to be used in connection with i.a. a subsequent
offering (the "Subsequent Offering" and together with the Private Placement, the
"Transaction"). The Transaction will as a whole be non-dilutive for existing
shareholders if they participate with their pro-rata share in the Subsequent
Offering, securing equal treatment of the Company's shareholders. The
Transaction, the Share buy-back, the board authorization to increase the
Company's share capital and the delisting application is subject to approval by
the EGM. 

The Board has evaluated the alternatives of the Company and concluded that the
only viable alternative to secure continued operations is to complete the
current Transaction, however the Board wishes to emphasize that the amount of
NOK 10 million of new equity is not sufficient for the Company's working capital
needs for the next 12 months. However, this is expected to keep the Company
running until August 2025.

Company Update

The Company has earlier announced that the net proceeds in the private placement
and subsequent offering carried out in February and March would not be
sufficient to cover the liquidity needs for the next 12 months, and consequently
the Company needs additional capital to ensure its operations. 

It is estimated that the capital need for the next 12 months will be in the in
the amount of NOK 20-25 million. This amount covers further project development
in Norway as well as ordinary operations in the Netherlands. 

The Company has implemented several cost-reduction measures in Norway and the
Netherlands and will continue to look for areas where savings are possible. This
includes both reductions in the number of employees, but other areas are also
being assessed on an ongoing basis. Some of the cost reductions have already
taken effect, while others will only become effective in the second half of the
year.

The basis for the Norwegian business rests on the possibility of obtaining a
licence from NVE for projects in the portfolio. The Company has not received any
updates from NVE regarding licence applications since the last published update.
NVE took two new notifications for processing in February and one notification
for processing in March. On 28 April 2025 the Company announced that The
Norwegian Defence Force's oppose the implementation of the "Marigaard" project.
As a result, the Company has decided to withdraw the notice and stop the
application process with NVE.

The installation business in the Netherlands is focusing on cost reductions and
improved profitability while at the same time covering the loss in sales of
solar panels. Several measures have therefore been implemented to increase sales
in the other product groups. The ground-mounted plant, Drachtstwerweg,
experienced higher irradiance than budgeted in the first quarter.

Given the Company's strained liquidity situation, the Board will continuously
consider further measures that may include the sale of assets or structural
transactions.

Further information in this regard can be found in the press releases issued on
24 April and 28 April 2025.

Private Placement

Further to the above, the Board hereby announces that it has entered into an
agreement with the Company's two largest shareholders Eidsiva Vekst AS
("Eidsiva") and Obligo Nordic Climate Impact Fund AB ("Obligo") regarding a new
contemplated private placement directed towards Eidsiva and Obligo, by the
issuance of 500,000,000 new shares in the Company (the "Offer Shares"), at a
fixed subscription price of NOK 0.02 per Offer Share (the "Offer Price"), to
raise gross proceeds of NOK 10 million. Eidsiva will subscribe for 202,537,874
of the Offer Shares and Obligo will subscribe for 297,462,126 of the Offer
Shares. Eidsiva and Obligo have set as a pre-condition for their participation
in the Private Placement that the EGM of the Company resolves to apply for
delisting of the Company's shares from Euronext Growth Oslo.

The net proceeds to the Company from the Transaction will be used for short-term
working capital needs.

Eidsiva and Obligo have pre-committed to subscribe for the Offer Shares. The
completion of the Private Placement and the issuance of the Offer Shares is
subject to approval by an extraordinary general meeting of the Company to be
held on 16 May 2025, please find further information below. 

Following registration of the share capital increase pertaining to the Private
Placement, the issued share capital of the Company is expected to be NOK
22,384,306.24 comprising 1,119,215,312 shares, each with a nominal value of NOK
0.02.

Equal treatment considerations and subsequent repair offering

The Private Placement has been considered by the Board in light of the equal
treatment obligations under the Norwegian Public Limited Liability Companies
Act, the Securities Trading Act and Euronext Growth Rulebook Part II. The Board
is of the opinion that the Private Placement is in compliance with these
requirements and guidelines. The Company has an urgent need of capital in order
to fulfil its obligations, and by structuring the equity raise as a private
placement towards the two largest shareholders, the Company is able to raise
capital in an efficient manner, at lower costs and with a significantly reduced
risk of completion. The Board of Directors also notes that a limited number of
shareholders chose to participate in the subsequent offering carried out in
March 2025. On the basis of the above, and taking into account that a repair
offering will be carried out subsequent to the Private Placement and the Share
buy-back (see below), the Board is of the opinion that the Private Placement is
in the common interest of the Company and its shareholders.

Acquisition of own shares - share buy-back

In order to provide the Board with flexibility with regards to the Company's
further strategy and organization, the Board has proposed to carry out a Share
buy-back of the Company's own shares at the same price as the subscription price
in the Private Placement of NOK 0.02. Subject to approval from the EGM, the
Share buy-back is expected take place shortly after completion of the Private
Placement and will be directed towards all shareholders of the Company, except
for Obligo and Eidsiva (the "Minority Shareholders"). The background for the
Share buy-back is to provide the great number of Minority Shareholders holding
limited values in the Company, and who does not want to continue being a
shareholder in the Company, with an exit opportunity should the EGM resolve to
apply for a delisting of the Company's shares as requested by Eidsiva and
Obligo.  However, the Board would like to emphasize that all Minority
Shareholders are most welcome to continue as shareholders of the Company also in
the event of a delisting. 

The maximum number of shares that the Company can acquire through the Share
buy-back is 110,221,648, corresponding to approx. NOK 2.2 million. The intention
is to cancel the repurchased shares after the Share buy-back. Such cancellation
will require a resolution by the general meeting to reduce the share capital and
the satisfaction of the statutory conditions for completing a reduction of the
share capital.

On the basis of the above, the Board has asked the EGM for an authorization to
acquire the Company's own shares, please refer to the notice of EGM attached
hereto.

Board authorization to increase share capital

The Board has also proposed for the EGM to issue an authorization to increase
the Company's share capital by up to 50%. The Board will use the authorization
i.a. to carry out a subsequent offering in order to mitigate the dilutive effect
of the Private Placement for existing shareholders who are not invited to
participate in the Private Placement and who do not accept the Share buy-back
(if approved by the EGM). The Board intends to determine the record date for
such subsequent offering after completion of the Share buy-back and will provide
further information at that point in time.

As of the date hereof, there is however great uncertainty as to how many
shareholders will accept the Share buy-back (if approved by the EGM) and
consequently how many new shares that must be issued in a subsequent offering in
order for existing shareholders to maintain their pro rata number of shares. The
Company will come back with further information in this regard following
completion of the Share buy-back.

Due to the Company's challenging financial situation, the Board has proposed
that the authorization may also be used for other purposes than a subsequent
offering. Please refer to the EGM notice attached hereto for further
information.

Delisting of the Company's shares on Euronext Growth Oslo

Based on the pre-conditions set forth by Eidsiva and Obligo, the Board of
Directors has decided to propose to the EGM that the Company's shares are
delisted from Euronext Growth Oslo. The Company has not been successful in
attracting new capital as a listed company, its shares are currently traded well
below the minimum market value requirement as set out in Euronext Growth
Rulebook Part II section 2.1.5.6. In addition,  a continued listing is
considered  resource-intensive and constitute a disproportionate burden on the
Company's limited administration. Continued listing is an additional cost for
the Company, already facing a demanding financial situation. Please refer to the
notice of EGM attached hereto for further information.

Notice of EGM 

In order to resolve the Private Placement, the Share buy-back, the Board
authorization and the delisting from Euronext Growth Oslo, an Extraordinary
General Meeting will be held in the offices of Energeia AS with registered
address at Cort Adelers gate 33, 0254 Oslo, on 16 May 2025 at 09:00 CEST. Please
find attached the notice for the meeting including a proxy form.



This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading
Act. This stock exchange notice was published by Jarl Egil Markussen, Chief
Executive Officer, at Energeia AS on the date and time provided.