Commentary & Deal Flow

Reoffer: 60NC5.25: 5.125% / 99.235
Benchmark: 60NC5.25: OBL 2.5% 04-Apr-31 @ 99.118 / B+243.7

Books: > €4bn (pre-rec, good at the tight end of guidance)

Launched: 60NC5.25: €750m @ 5.125% - Books > €4bn (pre-rec, good at the tight end of guidance)
Guidance: 60NC5.25: 5.25% area +/- 12.5 bps (WPIR) - Books > €5bn (pre-rec)
IPTs: 60NC5.25: 5.750%a

• Issuer: Vår Energi ASA (Ticker: VARNO, Country: NO)
• Issuer LEI: 549300LIVN3FFOJN2K47
• Issuer Ratings: Baa3 (Stable) (Moody’s) / BBB (Stable) (S&P)
• Expected Ratings of the Securities: Ba2 (Moody’s) / BB+ (S&P)
• Expected Equity Credit: Basket M (50%) / Intermediate Equity Content (50%) until the First Reset Date
• Status / Ranking: Direct, unconditional, unsecured and deeply subordinated obligations of the Issuer, ranking (i) junior to Senior Obligations of the Issuer, (ii) pari passu with Parity Securities of the Issuer; and (iii) senior only to Share Capital Securities of the Issuer and any other obligation of the Issuer expressed by its terms as at its original issue date to rank, or which pursuant to Norwegian law will rank, pari passu with Share Capital Securities or junior to Parity Securities
• Format: Reg S Bearer
• Pricing Date: 22-Apr-26
• Settlement Date: 29-Apr-26 (T+5)
• Maturity: 29-Apr-86
• First Reset Date: 29-Jul-31
• First Par Redemption Date: 29-Apr-31
• First Step-up: 25bps on 29-Jul-36
• Second Step-up: 75bps on 29-Jul-51 (cumulative 100bps)
• Size: €750m
• Reoffer: 5.125% / 99.235
• Initial Margin: MS+230.8bps
• Benchmark: 243.7bps vs. OBL 2.5% 04-Apr-31 @99.118
• MWC: B+40bps
• Coupon: 4.95% fixed rate until the First Reset Date, payable annually in arrear. Reset on the First Reset Date and every 5 years thereafter to the then prevailing 5 Year EUR Mid-Swap Rate plus the applicable margin (initial credit spread + any relevant margin step-ups)
• Day Count Fraction: Act/Act ICMA, unadjusted, following, Short First and Short Last Coupon
• Payment Days: T2 Settlement Day, London, Oslo
• Par Redemption Option: At (a) any Business Day falling in the period from (and including) the First Par Redemption Date to (and including) the First Reset Date and (b) each Interest Payment Date thereafter (a “Par Redemption Date”), in whole only, at par, together with any Arrears of Interest and any other accrued and unpaid interest
• Make-whole Redemption Option: At any time (other than on a Par Redemption Date), in whole only, at the Make-whole Redemption Amount (Benchmark government security + Make-whole Margin (lower of (i) 15% of the initial margin above the benchmark government security, rounded up to the nearest 5bps; and (ii) 50bps))
• Optional Interest Deferral: Optional interest deferral (all or in part) at any time at the sole discretion of the Issuer. Cash cumulative and compounding
• Settlement of Arrears of Interest: Optional settlement of Arrears of Interest in whole or in part at any time at the Issuer’s discretion provided that all Arrears of Interest shall become due and payable in whole, but not in part, on the date which is on the earliest of (a) 10 Business Days following a Mandatory Settlement Event ((i) declaration or payment of any distribution or dividend or any other payment made by the Issuer on its Share Capital Securities; (ii) declaration or payment of any distribution or dividend or any other payment made by the Issuer or any Subsidiary of the Issuer, as the case may be, on any Parity Securities; (iii) redemption, repurchase, repayment, cancellation, reduction or other acquisition by the Issuer or any Subsidiary of the Issuer of its Share Capital Securities; and/or (iv) redemption, repurchase, repayment, cancellation, reduction or other acquisition by the Issuer or any Subsidiary of the Issuer of any Parity Securities, in each case subject to certain customary exceptions)); (b) the next scheduled Interest Payment Date in respect of which the Issuer does not elect to defer interest accrued in respect of the relevant Interest Period; (c) other than the Maturity Date, the date on which the Securities are redeemed or repaid in accordance with Condition 5 (Redemption and Purchase) or become due and payable in accordance with Condition 9 (Enforcement Events); or (d) the date on which a Winding-Up occurs (other than a Solvent Reorganisation). Any Arrears of Interest shall automatically be cancelled on the Maturity Date
• Special Redemption Events: Optional Redemption following a Tax Deductibility Event, a Ratings Methodology Event or an Accounting Event at 101% before the First Call Date and at par thereafter, following a Gross Up Event or a Substantial Repurchase Event (≥75%) at par, in each case, with accrued interest and any amount outstanding thereon (including an amount equal to any Arrears of Interest)
• Change of Control Step-up: Change of Control Event: anytime at 101%. 500bps step-up upon the occurrence of a Change of Control Event if the Securities are not called
• Substitution or Variation: Upon an Accounting Event, a Rating Agency Methodology Event, a Tax Deductibility Event or a Gross Up Event, subject to certain conditions (including the terms of Qualifying Securities not being materially less favourable to Securityholders than the terms of the Securities)
• Documentation: Standalone Prospectus, Reg S
• Governing Law: English law, except for status of the Securities which is governed by Norwegian law
• Replacement Language: Intention based, subject to customary carve-outs
• Listing: Luxembourg Stock Exchange, Regulated Market
• Denominations: €100,000 + €1,000
• Selling Restrictions: There are restrictions on the offer, sale, and transfer of the Securities in the United States (Reg S, Category 2), the EEA, the UK, Norway and other countries. See “Subscription and Sale” section of the Final Prospectus.
• UoP: Refinancing of a portion of the Issuer's existing senior debt and/or general corporate purposes
• MiFID / UK MiFIR Target Market: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients (all distribution channels). No EEA PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or in the UK
• Global Coordinators & Structuring Advisors: Citi (B&D), ING, UniCredit
• Joint Bookrunners: BofA, Barclays, BBVA, Citi (B&D), DNB, ING, Natixis, Standard Chartered Bank AG, UniCredit
• Advertisement: The Final Prospectus, once published, will be available on the website of the Luxembourg Stock Exchange (www.luxse.com) and/or on the website of the Issuer (https://varenergi.no/en/investor/debt/)
• ISIN: XS3304274189
• Timing: TOE: 15:56 UKT // 16:56 CET. FTT: 16:20 UKT // 17:20 CET