Investor Presentation • Oct 14, 2020
Investor Presentation
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1 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020
14 October 2020
This presentation (the "Presentation") has been produced by REC Silicon ASA (the "Company" or the "Issuer") with assistance from Arctic Securities AS and Pareto Securities AS (collectively, the "Manager") solely for use in connection with a potential private placement by the Company (the "Offering").
This Presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. This Presentation has not been reviewed by or registered with any public authority or stock exchange and does not constitute a prospectus. This Presentation must be viewed in context with the Company's stock exchange announcements and periodic filings and to the best of the knowledge of the Company and its board of directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its import. This Presentation contains information obtained from third parties. As far as the Company is aware and able to ascertain from the information published by that third party, such information has been accurately reproduced and no facts have been omitted that would render the reproduced information to be inaccurate or misleading. Only the Company and the Manager are entitled to provide information in respect of matters described in this Presentation. Information obtained from other sources is not relevant to the content of this Presentation and should not be relied upon.
This Presentation has been prepared for information purposes only. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction, including the United States. . Distribution of the Presentation in or into any jurisdiction where such distribution may be unlawful, is prohibited.
This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company, the Manager or any of their parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. None of the Company or the Manager assumes any obligation, except as required by law, to update this Presentation, including any forward-looking statements or to conform any forward-looking statements to our actual results.
AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY'S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. NONE OF THE COMPANY OR THE MANAGER INTEND, NOR DO THEY ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION.
The Manager has not independently verified any of the information contained herein through due diligence procedures or other investigations. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or the Manager or any of their parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own investigations and analysis and be solely responsible for forming your own view of the future performance of the Company's business and its current and future financial situation. The Manager and/or its employees may hold shares, bonds or other securities of the Company and may, as principal or agent, buy or sell such securities. The Manager may have other financial interests in transactions involving these securities.
This Presentation is confidential and is being communicated in the United Kingdom to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the Investor understands that the Offering may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "relevant persons"). This presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this presentation or any of its contents. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with investment professionals. This Presentation (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person (excluding an investment professional's advisers) without the prior written consent of the Company or the Manager.
IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING FURNISHED SOLELY IN RELIANCE ON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. ACCORDINGLY, ANY OFFER OR SALE OF SHARES WILL ONLY BE OFFERED OR SOLD (I) WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") IN OFFERING TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S. ANY PURCHASER OF SHARES IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OF U.S. PERSONS, WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND ACKNOWLEDGEMENTS, INCLUDING WITHOUT LIMITATION THAT THE PURCHASER IS A QIB.
This Presentation speaks as of 14 October 2020. There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. and the Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court (Nw: Oslo tingrett) as exclusive venue.

- Trade barriers, trade restrictions and unfair trade practices has had, and continue to have, a significant negative impact on the Group's ability to sell its products at attractive terms. In particular, the Group's access to polysilicon markets in China continues to be restricted by tariffs imposed by the Chinese government on United States polysilicon, and the ongoing trade war between China and the United States is having an adverse impact on markets served by the Group's semiconductor materials facility in Butte, Montana, United States. The aforementioned circumstances, or other trade restrictions, trade barriers or trade practices, may continue which would continue to adversely affect the Group's ability to freely serve all markets.
The creation of a functional Solar PV supply chain outside China may depend i.a. on the creation establishment of international trade barriers and agreements, and potentially further sanctions, which would require governmental initiative and support. Further, such supply chains will likely be dependent on investments in manufacturing capacity which may utilize the Group's products. Should these condition fail to materialize, this may have severe adverse effects on the potential creation of a Solar PV supply chain outside China.
The realization of demand for the Group's products in the lithium ion battery value chain is dependent on a number of factors, such as the commercialization of current silicone anode technology, the development of new technology, and the qualification and acceptance of said technology in consumer applications. There can be no assurance that such conditions will materialize, and if they do, the Group may be subject to competition, which in either case may have severe adverse effects on the value of the Group's offering of lithium ion battery products.
The development of the global energy market prices are of key importance to the PV industry, and declining electricity prices could potentially reduce the PV industry's demand for the Group's products significantly.
Changes in the legislation and regulatory framework in any of the jurisdictions in which the Group is active may have a significant negative impact on the Group.
-The Company has an indemnification loan related to the bankruptcy of a former subsidiary in 2012. At December 31, 2019, the indemnification loan is NOK 200.0 million (USD 22.8 million). The Company received a claim dated December 16, 2019 under the indemnification loan. According to the letter, the claim is based on an assumption that the loss will exceed the declared amount when the bankruptcy estates are concluded. However, the relevant bankruptcy estates have not yet been concluded, and accordingly, the amount of loss suffered by the claimant as a result of the bankruptcy cannot be calculated at this time. On this basis, as well as on basis of other uncertainties concerning the basis for the claim, the Company has responded by denying the claim. The status and timing of the indemnification loan is subject to uncertainty. The matter is presented in note 17 to the Company's 2019 annual report.
The Company has contested Grant County Washington's valuations of taxable property. On November 8, 2018 the Thurston County Superior Court issued a ruling affirming Board of Tax Appeals (BTA) revised valuation of the Company's property for assessment year 2012. On December 4, 2018 the Company appealed this ruling to the Washington Court of Appeals. The ruling does not affect amounts reflected in the Company's financial statements and the Company will not be required to pay the disputed tax amounts until all appeals are exhausted. Assessments for the years 2013 through 2015 have also been appealed. The timing and outcome of these appeals is subject to uncertainty. The matter is presented in note 31 to the Company's 2019 annual report.
Key customers defaulting or entering into bankruptcy, or renegotiation of contracts with key customers could have a significant negative impact on the Group's operating results.
The Group has limited long-term agreements with its customers and accordingly is subject to short term fluctuations in demand, which could have significant negative impacts on its operating results.
There are significant risks associated with joint ventures.
The reduction of headcount of the Group may adversely affect both the Group' s ability to maintain the application of its technology, and its ability to make the technological advancements demanded by the supply chains in which the Group operates.
There are significant risks associated with future growth of the Group. The Group may be unsuccessful in securing the necessary financing for future investments, and future expansion projects may be significantly affected by cost overruns, schedule delays, technology risks and defects.
The Group currently takes advantage of tax agreements and preferential tax treaties in certain territories. Such agreements and treaties are liable to change and renegotiations, which typically are outside the Group's control, that may remove some or all of the benefits the Group currently enjoys.

Global economic downturn and dislocation in the financial markets may expose the Group to liquidity risk.
Impacts of the solar trade war between China and the United States, uncertain market conditions, and reduced demand for the Company's solar grade polysilicon have increased the Company's liquidity risk. Accordingly, the Company has placed the FBR plant in a long-term shutdown to reduce spending and to maintain the liquidity necessary to maintain the operation of the semiconductor materials segment.
-The Company's bond agreement contains liquidity covenants that the Company is required to meet. If any of the risk factors presented in this section materialize, including that conditions surrounding the call of the indemnity loan or the outcome of tax examinations are negative, the liquidity risk for the Company will increase.
-Changes in the interest rates affect cash flows and the estimated fair values of assets and liabilities.
-The Group is exposed to exchange rate risks, and exchange rate changes might significantly influence the relative cost position of the Group and the estimated fair values of assets and liabilities.
-The Group will from time to time be involved in disputes and legal or regulatory proceedings.
-The continued operation in and intended expansion of the activities of the Group into additional foreign markets involves significant risks.
-The Group is dependent on a limited number of third party suppliers for key production raw materials, supplies, components and services for its products and any disruption to supply could negatively impact its business significantly.
-The Group is relying on external subcontractors and suppliers of services and goods to meet agreed or generally accepted standards.
-The Group's results of operations may be significantly adversely affected by fluctuations in energy prices.
-If the Group does not achieve satisfactory yields or quality in manufacturing its products, the Group's sales could decrease significantly and its relationships with its customers and its reputation may be harmed significantly.
-The Group relies upon intellectual property and trade secret laws and contractual restrictions to protect important proprietary rights, and, if these rights are not sufficiently protected, its ability to compete and generate revenue could suffer significantly.
-The Group may not obtain sufficient patent protection on the technology embodied in its products and production processes, which could significantly harm its competitive position and increase its expenses significantly.
-The Group may become involved in intellectual property disputes that could be time-consuming and costly and could result in loss of significant rights and/or penalties.
-The Group may incur significant costs to comply with, or as a result of, health, safety, environmental and other laws and regulations.
-Because the markets in which the Group is active are highly competitive and many potential competitors may have greater resources, the Group may not be able to compete successfully and may lose or be unable to gain market share.
-The Group depends on certain executive officers and other key employees and qualified personnel in key areas.
-The Group could be seriously harmed by catastrophes, natural disasters, consequences of climate change, operational disruptions or deliberate sabotage.
-The Group could be seriously harmed by incidents resulting in damages not covered by insurance.
-The Group's insurance policies need regular renewal and the Group cannot guarantee that these renewals can be made on the same terms as existing policies or that the Group will be able to obtain insurance on normal and acceptable terms.
There are risks related to unanticipated technology problems and deliberate attacks to the Group's telecommunications and information technology systems.
There are risks related to estimation uncertainty, as the assumptions used as basis for management's estimations are inherently uncertain and unpredictable and, as a result, future estimates and actual results may differ from the current estimates.
The Group's assets may be subject to further impairment of asset values.
The Company has debt commitments, and it may not be able to service such debt commitments in the future.
Each of the partnerships with Violet Power and Group14 is at this stage based on a Memorandum of Understanding and no final and binding agreements with respect to the partnerships contemplated thereunder have been entered into. There can be no assurances that such final and binding agreements will be entered into or on what terms such final and binding agreements will include."

The Shares may not be a suitable investment for all investors. An investment in the Company's shares involves risk of loss of capital. The market value of the shares may fluctuate significantly in response to a number of factors beyond the Company's control.
The Company may in the future decide to offer additional Shares or other securities in order to finance its operation or service its debt, in connection with unanticipated liabilities or expenses, or for any other purposes. Depending on the structure of any future offering, certain existing shareholders may not have the ability to subscribe for or purchase additional equity securities. If the Company raises additional funds by issuing additional equity securities, holdings and voting interests of existing shareholders could be diluted, which may adversely affect return on investment on the Company's shares. This risk would be increased in the event that the development of a supply chain outside China or the realization of a demand for the Group's lithium ion battery products fails to materialize, or are delayed vs projections.
Beneficial owners of the Shares registered in a nominee account (through brokers, dealers or other third parties) could be unable to exercise their voting rights for such Shares, unless their ownership is re-registered in their names with the VPS prior to any general meeting of shareholders. There is no assurance that beneficial owners of the Shares will receive the notice of any such general meeting in time to instruct their nominees to either effect a reregistration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners.
The Company is a public limited liability company organised under the laws of Norway. The members of the Company's Board of Directors reside in Norway. As a result, it may not be possible for investors to effect service of process in other jurisdictions upon such persons or the Company, to enforce against such persons or the Company judgments obtained in non-Norwegian courts, or to enforce judgments on such persons or the Company in other jurisdictions.
U.S. holders of the Shares may not be able to trade or exercise pre-emptive rights for new Shares unless a registration statement under the U.S. Securities Act is effective with respect to such rights or an exemption from the registration requirements of the U.S. Securities Act is available. The Company is not a registrant under the U.S. securities laws. If U.S. holders of the Shares are not able to trade or exercise pre-emptive rights granted in respect of their Shares in any rights offering by the Company, then they may not receive the economic benefit of such rights. In addition, their proportional ownership interests in the Company will be diluted. Similar restrictions may apply to other foreign holders of Shares, including, but not limited to shareholders in Australia, Canada, Hong Kong, Japan and Switzerland.
Norwegian law provides that any declaration of dividends must be adopted by the shareholders at the Company's general meeting of shareholders. Dividends may only be declared to the extent that the Company has distributable funds and the Company's Board of Directors finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with the Company's operations and the need to strengthen its liquidity and financial position.
The Shares may be subject to purchase and transfer restrictions.
The Company's bond agreement contains restrictions in the Company's ability to declare dividends.
The insolvency laws of Norway may not be as favorable to Shareholders as insolvency laws of other jurisdictions and may preclude the holders of the Shareholders from recovering payments due on the Shares


6 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020
Lowest cost and carbon footprint manufacturer


✓ Polysilicon Fluidized Bed Reactor ("FBR") ✓ Silane gas
Semiconductor market
polysilicon
› World's largest supplier of silicon gas – 3,500 MT › Highest quality semiconductor


NOK 1bn private placement establishes financial flexibility for potential Moses Lake restart - decision targeted within next 12 months
Continue to operate stable and profitable Butte facility
Restart of the Moses Lake FBR polysilicon plant dependent upon some combination of:
Continued support from REC Silicon to Yulin JV
US non-China low carbon value chain & next generation LIB battery anode development using silane


9 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020

Revenues: \$30.3M EBITDA: ~\$ 1.0M

| Polysilicon Sales Volume ** |
|||
|---|---|---|---|
| Total | 401MT | ||
| Inventory Decrease | 163MT |
| Total Polysilicon Production | Semiconductor Production | Silicon Gases Sales Vol. | ||
|---|---|---|---|---|
| Actual | 237MT | Actual | 167MT | Actual |
| Prior Quarter* | 234MT | Prior Quarter* | 136MT | Prior Quarter* |
| Increase | 1.5% | Increase | 23.4% | Decrease |
** Second Quarter Results Released July 23, 2020
** Excludes Fines and Powders
11 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020

Butte, MT
12 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020
REC Silicon is the clear market leader with lowest cost

Largest module fleet globally, established distribution infrastructure & proven safety record
| Silicon gases | • 7,200 MT silane capacity • 240 MT DCS capacity • 300 MT MCS capacity • 2.4 MT DiSilane capacity |
||
|---|---|---|---|
| Silicon gas | Silicon gas market share |
• 50% of Total Global Market • 70% of Semi Market |
|
| Investment opportunities within silicon gas |
• DCS: \$5M for an additional 300MT • DiSilane: \$ 2.7M for an additional 2.1MT • Limited CAPEX will double capacity |
Prior 12-month EBITDA contribution: |
|
| Electronic | Float Zone – Highest Purity |
• REC is one of only two companies manufacturing FZ • >30 years experience producing FZ product |
\$30M |
| polysilicon | Float Zone sells at a significant premium over EG polysilicon |
• 800 MT • Possible Investment for Larger Rod Mass ~\$20M (not active) |


15 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020
Moses Lake, WA


US, Europe & China + Rest of the World


Source: PV InfoLink October 2020









| Non-Chinese initiatives | |||
|---|---|---|---|
| 1 GW today in Norway, evaluating to add 3-4 GW of wafer production capacity |
|||
| Vertically integrated solar manufacturer to be co-located with REC Silicon |
|||
| 5 GW of cell and module capacity in Germany | |||
| REC Silicon, Hemlock, Wacker, NorSun, QCells, First Solar |


Source: CSIA and REC market research June 2020. *Assuming 100% utilization. Based on 2018 numbers (~60% utilization), REC had a variable cost including SG&A of USD ~10/kg

Combined carbon footprint
Note: FBR = Fluidized Bed Reactor
| An ESG story in the making? | ||||
|---|---|---|---|---|
| FBR | Germany | China | ||
| CO2 (kg) per Polysilicon (kg) |
30 | 87 | 141 | |
| Spread versus China (kg) | 111 | 54 | 0 | |
| CO2 price (USD/kg) |
0.03 | 0.03 | 0.03 | |
| CO2 cost savings per kg poly |
3.3 | 1.6 | 0.0 |
Source:

23 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020
Moses Lake, WA
| Anode | Negative electrode accepting charge | |||
|---|---|---|---|---|
| Battery basics | Cathode | Positive electrode accepting ions during discharge | ||
| Separator | Maintains separation between electrodes Medium through which ions flow between electrodes |
Li-ion batteries store electrical energy in chemical bonds |
||
| Electrolyte | ||||
| Current Collector |
Foil substrate for electrode materials (Al for cathode, Cu for anode) | |||
| Challenge | Packing more energy into the same battery at the same price | |||
| Fundamental Challenge |
Expected battery options |
Expected battery options: - Solid State Li Ion: >10 years away - Iron Tri-Fluoride Cathode: >15 years away - Lithium Metal Anode: >10 years away - High Capacity Silicon Anodes in Li ion: < 3 years away |
Solution: The next important move to increase the efficiency of the battery is use of Silicon in the anode |

Advanced silicon anode material utilizing silane is "drop in" solution to replace graphite = 20% - 50% performance improvement and commensurate cost reduction levels



26 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020 Source: Daimler Strategy Presentation, on October 6, 2020
Drives battery development and growth of EVs





Group14 anticipate entry to the EV market in 2023, overtaking less advanced silicon anodes by 2024 High performance silicon anode batteries facilitate cost competitiveness of EVs with ICEs


› Distribution capacity expansion capex ~\$30M per 1,000MT
Moses Lake and Butte are the only existing Silane plants in the US and Europe. Total capacity of 32,000 MT Silane which is enough silicon for batteries for 2.5M EVs at current Silane based silicon anode performance. Reduces to ~1M EVs as silicon content increases in the battery.


29 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020




31 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020
| 6,900 MT |
|---|
| 7,700 MT |
| USD 225m |
| 75% |
| >USD 100m |






35 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020
Targeting Moses Lake restart decision in 2021
Establishing extended runway for REC towards final decision on Moses Lake restart targeted by year-end 2021, securing attractive upside potential based on developments in both PV and battery markets



› There have been active, constructive and positive dialogue with commissioners of Grant County of late, increasing the likelihood of an amicable settlement of the case in the near future which would reduce RECs maximum exposure. However, until agreements are entered into and final, there can be no assurance that any such settlement will in fact be concluded.
› The indemnification loan is related to the bankruptcy of a former subsidiary in 2012 and at March 31, 2020, the loan is NOK 200 million (USD 19M).

REC to become leading provider US produced silane and polysilicon to US solar supply chain & battery supply chain






40 © REC Silicon ASA. All rights reserved. Confidential October 14, 2020
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