WALLENIUS WILHELMSEN ASA - CONTEMPLATED PRIVATE PLACEMENT AND TRADING UPDATE

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
EXCEPT AS PERMITTED BY APPLICABLE LAW, OR ANY OTHER JURISDICTION IN WHICH THE
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRES ANY OTHER
REGISTRATION MEASURES.

6 October 2026

Wallenius Wilhelmsen ASA ("WAWI", the "Company", OSE ticker code: WAWI) is
contemplating a private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares") to raise gross proceeds of the NOK equivalent of
USD 300 million. The Private Placement is directed towards investors subject to
and in compliance with applicable exemptions from relevant prospectus or
registration requirements. The Company has engaged DNB Carnegie, a part of DNB
Bank ASA as sole global coordinator and joint bookrunner (the "Global
Coordinator"), and ABG Sundal Collier ASA, Nordea Bank Abp NUF and Skandinaviska
Enskilda Banken AB (publ), Oslo Branch as joint bookrunners in the Private
Placement (together, the "Managers"). 

Through the Private Placement, the Company is expanding its newbuilding program
to strengthen its leading position in the deep-sea RoRo segment. The Company is
in advanced discussions with yards to enter into shipbuilding contracts for 4x
large dual fuel LNG vessels at attractive terms, with delivery in 2030 and
options for additional 8x newbuilds at similar terms, with quarterly deliveries
from 2031 and onwards. This decision will extend the newbuilding program to a
total of 26 vessels (including options), with steady deliveries from Q3 2026
through 2032, increasing the Company's operating leverage towards a structurally
strong car carrier market. 

The net proceeds will, together with debt financing, be used to fully finance
the total newbuild program, and for general corporate purposes. The Private
Placement will further allow the Company to maintain a robust balance sheet,
providing flexibility to pursue attractive growth opportunities as they arise
and provide shareholders with a competitive return over time through a
combination of rising value for the Wallenius Wilhelmsen share and dividend
payments. 

The subscription price per Offer Share (the "Offer Price") and the number of
Offer Shares to be issued will be resolved by the Company's board of directors
(the "Board") based on an accelerated bookbuilding process. 

The bookbuilding period for the Private Placement will start today, 6 October
2026 at 16:30 (CEST) and will close on 7 October 2026 at 08:00 (CEST). The
Company reserves the right to shorten, close or extend the bookbuilding period
at any time at its sole discretion, without notice. If the bookbuilding period
is shortened or extended, the other dates referred to herein may be changed
accordingly. 

The Company's largest shareholder, Wilh. Wilhelmsen Holding ASA ("WWH") has
pre-committed to subscribe for its pro-rata share (37.9%) at the Offer Price,
but is open to being scaled back to support liquidity, overall investor
diversity and quality of demand. Wallenius Lines AB ("Wallenius"), wholly owned
by Rederi AB Soya ("Soya Group") remains highly supportive of the Company's
strategy and proposed transaction. Due to the size of its Shipping investment
relative to the Soya Group's overall portfolio, Wallenius has decided to not
participate in the Private Placement. The Company, its primary insiders, WWH and
Wallenius have entered into customary lock-up agreements with the Global
Coordinator for a period of six months from completion of the Private Placement.
 

The Private Placement is offered to investors subject to applicable exemptions
from relevant prospectus requirements in accordance with Regulation (EU)
2017/1129 and is directed towards a limited number of selected investors subject
to applicable exemptions from relevant registration, filing and prospectus
requirements, (i) outside the United Stated in reliance on Regulation S under
the US Securities Trading Act of 1933 (the "US Securities Act") and (ii) in the
United States only to persons reasonably believed to be "qualified institutional
buyers" (QIBs) as defined in rule 144A under the US Securities Act. Applicable
selling restrictions will apply. In the United Kingdom, it shall be directed
only at persons who are "qualified investors" as defined in paragraph 15 of
Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and
who are (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons
to whom it otherwise lawfully may be communicated. The Offer Shares are not to
be offered in any other jurisdiction where such an offering would be prohibited
by applicable law. 

The minimum order size and allocation in the Private Placement will be the NOK
equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, offer and allocate an amount below EUR 100,000, pursuant to any
applicable exemptions from applicable prospectus requirements being available. 

Allocation of Offer Shares will be made at the discretion of the Board in
consultation with the Managers after expiry of the bookbuilding period.
Allocation will be based on criteria such as (but not limited to) existing
ownership in the Company, pre-commitments and indications from the pre-sounding
phase of the Private Placement, price leadership, perceived investor quality,
timeliness of the application, relative order size, sector knowledge, investment
history and investment horizon. The Company may, in its sole discretion, reject
and/or reduce any orders, in whole or in part. The Company, in consultation with
the Managers, further reserves the right to consider creditworthiness of any
applicant. There is no guarantee that any potential investor will be allocated
Offer Shares. 

The share capital increase pertaining to the Offer Shares will be resolved by
the Board pursuant to the authorisation granted at the Company annual general
meeting held on 29 April 2026. Completion of the Private Placement is subject
to: (i) all necessary corporate resolutions being validly made by the Company
including, the Board resolving the share capital increase that is necessary to
issue the Offer Shares, and (ii) the Share Lending Agreement (as defined below)
being entered into and remaining in full force and effect with respect to the
Offer Shares. The Private Placement may be cancelled if the above-mentioned
conditions are not fulfilled. The Company and the Managers reserves the right,
at any time, to cancel and/or modify the terms of the Private Placement without
or on short notice. Neither the Company nor the Managers will be liable for any
losses incurred by applicants if the Offering is cancelled, irrespective or the
reason for such cancellation. 

Settlement of Offer Shares allocated to investors other than WWH is expected to
take place on or about 9 October 2026 on a delivery versus payment (DVP) basis,
facilitated through the delivery of existing and unencumbered shares in the
Company that are already admitted to trading on Euronext Oslo Børs pursuant to a
share lending agreement to be entered into between the Global Coordinator, the
Company and WWH (the "Share Lending Agreement").

The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Liability Companies Act and the
Norwegian Securities Trading Act, and is of the view that the Private Placement
is in compliance with these requirements. By structuring the transaction as a
private placement, the Company will be in a position to raise capital in an
efficient manner and with significantly lower completion risks compared to a
rights issue. In addition, the Private Placement is subject to marketing through
a publicly announced bookbuilding process and a market-based offer price should
therefore be achieved. The Board also aims to widen and strengthen the Company's
shareholder base by completing the transaction as a private placement. On this
basis and based on an assessment of the current equity markets, the Board has
considered the Private Placement to be in the common interest of the Company and
its shareholders. The Company may, subject to completion of the Private
Placement and certain other conditions, and subject also the prevailing market
price of the Company's shares, resolve to carry out a subsequent repair offering
(the "Subsequent Offering") of new shares at the Offer Price in the Private
Placement which, subject to applicable securities law, will be directed towards
existing shareholders in the Company as of 6 October 2026 (as registered in the
VPS on 8 October 2026) who (i) were not allocated Offer Shares in the Private
Placement, and (ii) are not resident in a jurisdiction where such offering would
be unlawful or, would (in jurisdictions other than Norway) require any
prospectus, filing, registration or similar action. Launch of a Subsequent
Offering, if carried out, will be contingent on the approval and publication of
a prospectus. The Company reserves the right in its sole discretion to not
conduct or to cancel the Subsequent Offering.

Trading Update

For Q3 2026 the Company expect an adjusted EBITDA in the range of USD 420-450m.
The Company re-confirms its outlook for 2026 adjusted EBITDA of about USD 1.6
billion. See the presentation from the market update on 24 September 2026 for
more information about the 2026 outlook.

Advisors 
DNB Carnegie, a part of DNB Bank ASA is acting as sole global coordinator and
joint bookrunner, and ABG Sundal Collier ASA, Nordea Bank Abp NUF and
Skandinaviska Enskilda Banken AB (publ), Oslo Branch are acting as joint
bookrunners in the Private Placement. 

Advokatfirmaet Wiersholm AS is acting as a legal advisor to the Company in
connection with the Private Placement. 

For further information, please contact: 
Anders Redigh Karlsen - VP Global IR & Market Insight 
Tel: +47 994 20 293 
Email: [email protected]

About Wallenius Wilhelmsen: The Wallenius Wilhelmsen group is a market leader in
roll-on/roll-off (RoRo) shipping and vehicle logistics, managing the
distribution of cars, trucks, rolling equipment and breakbulk to customers
worldwide. The company operates around 127 vessels servicing 15 trade routes to
six continents, a global inland distribution network, 70 processing centers and
eight marine terminals. Headquartered in Oslo, Norway, Wallenius Wilhelmsen
operate in 28 countries and employ around 12,000 people (including seafarers).
Read more at: walleniuswilhelmsen.com

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Anders Redigh Karlsen, VP Global IR & Market
Insight, on 6 October 2026 at 16:30 CEST.

IMPORTANT INFORMATION

This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other jurisdiction. The securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration under the US Securities Act or an available
exemption from, or transaction not subject to, the registration requirements of
the US Securities Act. There will be no public offering of securities in the
United States. Any sale in the United States of the securities mentioned in this
communication will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the U.S. Securities Act. No public offering of the securities
will be made in the United States.

The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area nor elsewhere. With respect to any
Member State of the European Economic Area (each an "EEA Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any EEA Member State. In
any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, these materials are only being communicated to (a)
persons who have professional experience, knowledge and expertise in matters
relating to investments and qualifying as "investment professionals" for the
purposes of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons being referred to as
"relevant persons") and (b) only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024. These materials are directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intend", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice.

This announcement is made by, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. 

Neither the Managers nor any of its respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

This announcement is not a prospectus. No prospectus is required and no such
prospectus or similar document will be published in connection with the Private
Placement. This announcement is for information purposes only and is not to be
relied upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company.
Neither the Manager nor any of its respective affiliates accepts any liability
arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.

The manufacturer Target Market (MIFID II product governance) for the Private
Placement is non-professional, professional and eligible counterparties (all
distribution channels, subject to the distributor's suitability and
appropriateness obligations under MiFID II, as applicable), who; a) have at
least a common/normal understanding of the capital markets, b) are able to bear
the losses of their invested amount and, c) are willing to accept risks
connected with the Offer Shares, and e) have an investment horizon which takes
into consideration the liquidity of the shares, The issuer for the Private
Placement has not published sufficient data for the manufacturer to determine
whether an investment in the Private Placement is compatible for investors who
have expressed sustainability related objectives with their investments based on
that which i) is an environmentally sustainable investment under the EU Taxonomy
Regulation, ii) represents a sustainable investment under the SFDR, and/or iii)
takes into consideration any Principal Adverse Impacts on sustainably factors as
per the SFDR. The negative target market for the Offer Shares are investors that
seek full capital protection or full repayment of the amount invested, are fully
risk averse/have no risk tolerance or need a fully guaranteed income or fully
predictable return profile.

Notwithstanding, and without affecting the manufacturers target market
assessment as per the above, the Managers will only allow distribution through
their distribution channels to investors who in the EU meet the requirements set
out in the manufacturers target market assessment. 

For distribution to investors located outside of the EU, distribution of the
shares is only allowed to such investors which a) the Managers can approach as
per the rules of the jurisdiction in which the investor reside, and b) which can
provide adequate confirmations to this effect, and c) which as per minimum meets
the requirements of the manufacturers target market assessment.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
\, and b) which can\
provide adequate confirmations to this effect\, and c) which as per minimum meets\
the requirements of the manufacturers target market assessment.\
\
The distribution of this announcement and other information may be restricted by\
law in certain jurisdictions. Persons into whose possession this announcement or\
such other information should come are required to inform themselves about and\
to observe any such restrictions.\