Hurtigruten Group secures refinancing and additional shareholder funding of EUR 80m

Hurtigruten Group AS (the "Company", and together with its subsidiaries, the"Group").

The Company is pleased to announce it has agreed terms in respect of twoseparate credit enhancing transactions:

1. Near-dated Refinancing: refinancing of the existing term loans maturing inJune 2023 2. Long-term Maturity Extension: 2-year maturity extension of the existingEUR740 million senior facilities supported by its largest lenders

These transactions provide significant additional capital, liquidityflexibilityand capital structure runway to the Group. Key highlights include:

· To strengthen the Groups financial flexibility, the ultimate shareholdersofthe Group have agreed to provide an additional EUR 80 million of funding,including a EUR 25 million shareholder loan facility provided with immediateeffect

· New 5-year debt facility of EUR 200 million (including warrantinstrument),the proceeds of which will be applied towards refinancing the existing termloans maturing in June 2023 in full and general corporate purposes (the "NewDebt Facility")

· 2-year extension to the maturity of the existing EUR 85 million revolvingcredit facility (the "RCF") to February 2026 and EUR 655 million term loanfacility (the "TLB") to February 2027 (the "Proposed SFA Amendments")

· Including the shareholder loan facility provided today, the Group'sultimateshareholders have provided EUR 60 million of shareholder loan facilities sinceNovember 2022, which upon completion of the Proposed SFA Amendments will befully subordinated or equitised

Daniel Skjeldam, CEO of Hurtigruten Group, commented:

"These transactions we are announcing today will give us a solid financialposition to take advantage of the current market opportunities. Over the last6weeks we have experienced a record-breaking period of future bookings whichprovides solid support for a strong financial recovery for the Company."

"We appreciate the continuous strong support from our shareholders andfinancialstakeholders as we continue to develop Hurtigruten Group over the comingyears",adds Skjeldam.

New Debt Facility

The Group has received commitments from AlbaCore Capital Group for a new EUR200million 5-year facility, with all proceeds net of OID to be applied towardsrefinancing the EUR 176.5 million term loans maturing in June 2023 in full.TheNew Debt Facility is priced at E+600bps cash coupon and 600bps PIK coupon andwill rank pari passu with the Group's existing RCF and TLB under the seniorfacilities agreement originally dated 9 February 2018 (the "SFA"). Inconnectionwith the New Debt Facility, a synthetic warrant instrument will also be issuedby Silk Topco A/S in respect of a small minority of its fully diluted equityforcash consideration of EUR 17.5 million (cash proceeds from which will be madeavailable in full to the Group).

The availability of the New Debt Facility is not conditional upon completionofthe Proposed SFA Amendments.

Proposed SFA Amendments

In addition to the maturity extension, the Group is proposing to make certainother amendments to the terms of the SFA. Under the Proposed SFA Amendments:

· maturities under the RCF and TLB will be extended from February 2024 andFebruary 2025 to February 2026 and February 2027 respectively; · margin under the TLB will be increased to 6.50% with additional 100bpsannual margin step-ups from November 2024 (and in certain circumstances step-downs); · margin under the RCF will be increased to 6.25% with additional 100bpsannual margin step-ups from November 2024 (and in certain circumstances step-downs); · the RCF, which is fully drawn, will be converted into a separate termloan; · if the requisite consent of the RCF Lenders (defined below) is notobtained,the RCF commitments will be converted into additional TLB commitments in asingle instrument with a combined maturity of February 2027 and termsconsistentwith the TLB; · certain amendments to the covenant package will be implemented.

Trading Update

The Group continues to see operational and financial improvements inHurtigrutenExpeditions, Hurtigruten Norway and Hurtigruten Destinations and the positivebooking trend is continuing.

YTD 2023, the Company has made a total of EUR 116 million in new sales whichisup 93% vs. the same period last year and the highest booking volumes in theCompany's history.

As of 17th of February 2023, 1H bookings for Hurtigruten Group are at EUR 249million which is 28% higher compared to the EUR 195 million same time lastyearfor 1H 2022. For full year 2023 Hurtigruten Group currently has EUR 415millionin pre-booked revenue (excluding the EUR 67 million related to the contractrevenue received from the Norwegian Government) which is approx. 56% of theexpected revenue related to total pre-booked ticket sales for 2023.

We continue to implement the strategy of increasing yield across the businessunits, as of 17[th] February 2023 the average yield for pre-booked 2023sailingsis at EUR 486 per passenger cruise night which is 4% higher compared to sametime last year for 2022 sailings and 29% higher compared to same time 3 yearsago for 2020 sailings.

Total revenues and other income in the fourth quarter of 2022 were EUR 135.5million for Hurtigruten Group, an increase of 80% compared to the fourthquarterof 2021. Hurtigruten Norway and Hurtigruten Expeditions each had an occupancyof57% which was slightly behind expectations driven by lower level of late salesand short-term cancellations.

Hurtigruten Group AS had in Q4 2022 a Normalised Adjusted EBITDA of positiveEUR0.5 million, including EUR 26 million of normalisation adjustments relatedprimarily to i) above normal cancellations, ii) one-off marketing costsassociated with the launch of the Svalbard Express and the North Cape Expressproduct, and iii) cruise operating costs associated with vessels not in normaloperations. Cash flow from operations was negative EUR 6 million, includingpositive EUR 22.9 million from movement in net working capital of which 6million was related to positive effect from long term receivables associatedwith travel bonding.

In Q4 2022 the results were still influenced by operational challenges inHurtigruten Expeditions driven by COVID restrictions related to i) closing ofDakar as a port resulting in the cancellation of the Bissagos season for MSSpitsbergen and ii) COVID testing regime on Antarctica sailings. From Q1 2023all COVID testing requirements have been removed in Hurtigruten Expeditions.

Net Capital expenditure in Q4 2022 amounted to EUR 18 million with gross capexbeing EUR 29 million. The Group's total capex expectations remain in line withprevious guidance.

Cash flow from financing activities in Q4 2022 was positive EUR 27 millionincluding EUR 40 million of shareholder loans provided in October and November2022 and paid interest of EUR 8 million.

Pro forma for the transactions, available liquidity position as of end ofJanuary 2023 would be approx. EUR 100 million.

For further information, please contact:

Investor Relations team: InvestorRelations@hurtigruten.com

Further details on the Proposed SFA Amendments

The Group has entered into a lock-up agreement (the "Lock-up Agreement") withcertain of the lenders under the Company's SFA (the "Lenders" with a view toimplementing the Proposed SFA Amendments. The Company intends to implement theProposed SFA Amendments on a consensual basis with its Lenders.

Implementation of the Proposed SFA Amendments will be subject to conditions,including:

· customary legal and documentary conditions precedent; · completion of the refinancing under the New Debt Facility; · the subordination or equitisation of EUR 60 million of shareholder loanfacilities advanced by the Company's ultimate shareholders to the Grouptogetherwith any other shareholder funding advanced prior to completion of theProposedSFA Amendments and the advance by the Shareholders (on or before completion ofthe Proposed SFA Amendments) of such additional shareholder funding requiredtoensure that a total of EUR 115 million of shareholder funding is advanced totheGroup in the period from November 2022 to completion of the Proposed SFAAmendments).

The Proposed SFA Amendments have the support of entities holding directly orindirectly over 48% of the total commitments under TLB. Additionally RCFLendersrepresenting 100% of the total commitments under the RCF are seeking creditcommittee approval to enter into the Lock-up Agreement, which would increasetheaggregate percentage of supporting SFA commitments to 54%.

The key terms of the Lock-up Agreement include:

· payment of: · an early-bird fee of 50 bps (calculated as a percentage of a creditor'soutstanding principal amount of locked-up debt under the SFA as at a futurerecord date) to all Lenders who are party to or accede to the Lock-upAgreementby 14 March 2023, or (in respect of Lenders which are constitutionallyrestricted from consenting or voting to approve the Proposed SFA Amendments),demonstrate their support for the Proposed SFA Amendments to the satisfactionofthe Company by 14 March 2023; and

· · a lock-up fee of 50 bps (calculated as a percentage of a creditor'soutstanding principal amount of locked-up debt under the SFA as at a futurerecord date) to all Lenders who are party to the Lock-up Agreement or (inrespect of Lenders which are constitutionally restricted from consenting orvoting to approve the Proposed SFA Amendments), demonstrate their support forthe Proposed SFA Amendments to the satisfaction of the Company,

in each case, payable within 3 Business Days of completion of the Proposed SFAAmendments;

· the key provisions of the Lock-Up Agreement will become effective uponlenders representing 75% of the total commitments under the SFA (adjusted totake into account debt held by Lenders who are constitutionally restrictedfromtaking active steps to consent or vote to approve the Proposed SFA Amendmentsbut demonstrate their support to the Company's satisfaction) acceding to theLock-up Agreement, which the Group expects to occur in the coming weeks;

· the Lock-Up Agreement sets out key milestones in respect of the ProposedSFAAmendments. In the event that the Proposed SFA Amendments cannot beimplementedon a fully consensual basis (in accordance with the terms under the SFA), theCompany shall seek to implement the Proposed SFA Amendments through an Englishlaw scheme of arrangement under the Companies Act 2006;

· in the event that lenders representing 100% of the total commitments underthe RCF do not consent to the Proposed SFA Amendments, the existingcommitmentsunder the RCF shall be converted into additional TLB commitments uponcompletionof the Proposed SFA Amendments and the RCF Lenders shall become TLB Lenders.

Any Lender, or sub-participant, which would like to become party to theLock-upAgreement will need to sign an accession letter ("Accession Letter") or sub-participant letter ("Sub-Participant Letter") each in the form appended totheLock-up Agreement.

The Company has engaged Kroll Issuer Services Limited (the "InformationAgent")who will be responsible for compiling the Accession Letters andSub-ParticipantLetters. The Information Agent will provide any Lender which wishes to becomeparty to the Lock-up Agreement with a word version of the Accession Letter orSub-Participant Letter on request. The Company invites all Lenders who wish toaccess further information relating to the Proposed SFA Amendments, andincluding access to the Lock-Up Agreement, Accession Letters andSub-ParticipantLetters to visit: https://deals.is.kroll.com/hurtigruten. For furtherinformation about the Lock-up Agreement, including accessions, please email:

Information Agent: hurtigruten@is.kroll.com

About Hurtigruten Group

Hurtigruten Group is the world's leading adventure travel company, allowingguests to explore unique destinations in a sustainable and meaningful way.

With headquarters in Oslo, Norway and London, England and offices around theworld, Hurtigruten Group has a proud expedition heritage and is committed toworking with the best green technology to ensure our products are safe andrespectful towards nature, wildlife, and the communities we visit.

Hurtigruten Group has a comprehensive portfolio encompassing three businessareas: Hurtigruten Expeditions, which was founded in 1896, and is the world'sleading expedition cruise operator offering more than 250 destinations to morethan 30 countries including Alaska, Antarctica, Arctic Canada and theNorthwestPassage, the British Isles, the Caribbean, Galapagos Islands, Greenland,Iceland, Norway, South America, and West Africa. Hurtigruten Norway, whichoperates Norwegian Coastal Express, and is considered 'the world's mostbeautiful voyage' has been sailing along the Norwegian coastline since 1893.Hurtigruten Svalbard, one of the most exclusive tour operators in theindustry,offers land-based adventures on the spectacular Arctic archipelago.

https://global.hurtigruten.com/

Disclaimer

Forward-looking statements. This Trading Update may include "forward-lookingstatements." These statements can be identified by the use of forward-lookingterminology, including the terms "assumes," "believes," "estimates,""anticipates," "probability," "risk," "target," "goal," "objective,""expects,""intends," "projects," "plans," "may," "will" or "should" or, in each case,their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Theyinclude statements regarding the intentions, beliefs or current expectationsofthe Company concerning, among other things, the Company's results ofoperations,financial condition, liquidity, prospects, growth, strategies and the industryin which it operates, and include any business plan information included inthispresentation. Any forward-looking statements which the Company make in thisTrading Update speak only as of the date of such statement. These statementsarenot guarantees of future performance and involve certain risks, uncertaintiesand assumptions that could cause actual results to differ materially fromthosein the forward-looking statements. As a result, you should be cautious inplacing any reliance on such statements and make your own judgment as to thelikelihood of such statements materialising in the future and thereasonablenessof any underlying assumptions. The Company does not intend, and undertakes noobligation, to revise the forward-looking statements included in thisPresentation to reflect any future events or circumstances.

The Company has included non-IFRS financial measures in this Trading Update,which may not comply with the U.S. Securities and Exchange Commission rulesgoverning the presentation of financial measures. These financial measures maynot be comparable to those of other companies. Reference to these non-IFRSfinancial measures should be considered in addition to IFRS financialmeasures,but should not be considered a substitute for results that are presented inaccordance with IFRS.

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