HydrogenPro ASA

Major Shareholding Notification • Apr 10, 2024

HydrogenPro ASA: Secures strategic NOK 82.7 million investment from ANDRITZ AG - disclosure of large shareholding

HydrogenPro ASA: Secures strategic NOK 82.7 million investment from ANDRITZ AG - disclosure of large shareholding

10 April 2024 - HydrogenPro ASA (OSE: HYPRO): HydrogenPro ASA (the "HydrogenPro"

or the "Company") is pleased to announce that it has secured NOK 82.7 million in

new equity through a private placement of new shares (the "Private Placement")

towards ANDRITZ AG ("ANDRITZ"), an international technology group listed on the

Vienna stock exchange and one of the leading companies  within green hydrogen

technology and systems.

Jarle Dragvik, CEO of HydrogenPro, comments: "We are delighted to welcome

ANDRITZ as a strategic partner as we continue to execute on our vision of

delivering sustainable hydrogen solutions globally. They bring valuable

industrial expertise as one of the leading companies within green hydrogen

technology systems. I have been actively engaged in discussions with ANDRITZ for

the last nine months and believe this puts us in a great position to further

expand HydrogenPro according to our strategy".

The Private Placement

Through the Private Placement, ANDRITZ will subscribe for 6,605,634 new shares

at a subscription price of NOK 12.52 per share, representing a premium of NOK 1

to the average closing price of the Company's shares for each trading day during

the month of March 2024, representing approx. 9.42 per cent of the shares

outstanding in HydrogenPro post-issuance of the new shares, raising gross

proceeds of approximately NOK 82.7 million.

In connection with the Private Placement, Andritz has agreed to a 6-month lock

-up for its shareholding, subject to customary exemptions. Moreover, Andritz

will nominate one candidate to the Company's board of directors for the upcoming

general meetings to be held on 23 April 2024 (the "General Meetings"). TM

Holding AS, a Company controlled by the Company's chairman of the board, has

undertaken to vote in favour of the board candidate nominated by Andritz at the

General Meetings.

The net proceeds to the Company from the Private Placement will be used to

finance specific development and testing initiatives within the Company's focus

areas, as well as for general corporate purposes.

Share capital increase

In connection with the Private Placement, the board of directors of HydrogenPro

(the "Board") has resolved to increase the share capital of the Company with NOK

132,112.68 by the issuance of 6,605,634 new shares, each with a nominal value of

NOK 0.02 pursuant to an authorization granted by the Company's annual general

meeting on 24 May 2023.

Equal treatment considerations

The Private Placement entails a deviation from the shareholders' pre-emptive

rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited

Companies Act. The Board has carefully considered whether such deviation from

the shareholders' pre-emptive rights is in the best interest of the Company and

its shareholders, and has concluded that this is the case. Moreover, the Private

Placement has been considered by the Board in light of the equal treatment

obligations under the Norwegian Securities Trading Act section 5-14, section 2.1

of the Oslo Rule Book II, and Oslo Børs' Circular no. 2/2014, and the Board is

of the opinion that it is in compliance with these requirements and guidelines.

In reaching these conclusions, the Board inter alia emphasised that the Company

by this Private Placement will secure equity required for specific development

and testing initiatives within the Company's focus areas, and that the Company

by a share issue towards ANDRITZ will be getting a long-term, strategic

shareholder who may provide both knowledge and additional capital to the

Company. By structuring the equity raise as a private placement, the Company is

able to efficiently raise new equity, ensuring improved liquidity and rendering

possible completion of plans in line with the Company's strategy. The Board also

emphasised that the transaction is supported by the shareholders represented on

the board.

Notification of major shareholding

As a result of the Private Placement, Andritz AG has been allocated and has

subscribed for 6,605,634 news shares in the Company. Subject completion of the

Private Placement, Andritz AG will increase its holding of shares and voting

rights in the Company from 3,038,402 (4.8%) to 9,644,036 (13.8%), and thereby

exceeding the 10% threshold. Andritz AG has no other rights to shares in the

Company.

Legal advisors

Wikborg Rein Advokatfirma AS has acted as legal counsel to the Company, and

Advokatfirmaet Thommessen AS has acted as legal counsel to ANDRITZ in connection

with the Private Placement.

For further information, please contact:

Martin Thanem Holtet, CFO

+47 922 44 902

martin.holtet@hydrogenpro.com

About HydrogenPro:

HydrogenPro is a technology company and an OEM for high pressure alkaline

electrolyser and supplies large scale green hydrogen plants, all ISO 9001, ISO

45001 and ISO 14001 certified. The Company was founded in 2013 by individuals

with background from the electrolysis industry which was established in

Telemark, Norway by Norsk Hydro in 1927. We are an experienced engineering team

of leading industry experts, drawing upon unparalleled experience and expertise

in the hydrogen and renewable energy industry.

About ANDRITZ:

International technology group ANDRITZ offers a broad portfolio of innovative

plants, equipment, systems, services and digital solutions for a wide range of

industries and end markets. Sustainability is an integral part of the company's

business strategy and corporate culture. With its extensive portfolio of

sustainable products and solutions, ANDRITZ aims to make the greatest possible

contribution to a sustainable future and help its customers achieve their

sustainability goals. ANDRITZ is a global market leader in all four of its

business areas - Pulp & Paper, Metals, Hydropower and Environment & Energy.

Technological leadership and global presence are cornerstones of the group's

strategy, which is focused on long-term profitable growth. The publicly listed

group has around 30,000 employees and over 280 locations in more than 80

countries.

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 the Norwegian Securities Trading Act sections 4-2

and 5-12.

This stock exchange announcement was published by Joachim Rogne on the time and

date provided.