REC Silicon

Board/Management Information • Jul 7, 2025

REC SILICON - UPDATE FROM THE BOARD OF DIRECTORS

REC SILICON - UPDATE FROM THE BOARD OF DIRECTORS

Reference is made to Anchor AS' ("Anchor" or the Offeror") voluntary tender

offer to the shareholders of REC Silicon ASA ("REC" or the "Company") for all

the shares in the Company not already owned by the Offeror at an offer price

of NOK 2.20 per share in cash (the "Offer") as set out in the offer document

dated 22 May 2025 (the "Offer Document").

As informed to the market, REC will soon require additional financing. In the

best interest of the Company and as part of its fiduciary duties, the board of

directors (the "Board") elected at the Annual General Meeting 25 June 2025

(the "AGM") has since its appointment diligently explored alternative

financing options in a situation where the Company's largest shareholder, the

Hanwha Group ("Hanwha"), through Anchor after having made the Offer, on 26

June 2025 publicly has stated that it will not provide further loans to the

Company unless the Offer is completed. Hanwha has further stated that there

will be no further extension to the offer period beyond 8 July 2025 and no

increase of the NOK 2.20 per share offer price. Please refer to the Offer

Document for the complete terms of the Offer.

The Board has taken steps to assess the current financial situation of the

Company and has confirmed that the Company is in need of additional

financing. As part of this process, the Board has held discussions with an

investment bank to assess alternative financing solutions given that Hanwha

has declared that it will not provide any further loans to the Company. To the

Board's understanding, existing loans and financing to the Company have

effectively encumbered most or all of the Company's assets, consequently

making alternative avenues of additional financing difficult.

The Transaction Agreement entered into on 24 April 2025 between the Company

and Anchor, under Norwegian statutory law, further restricts the Board's

ability to pursue alternative financing and strategic options in the current

situation. Hanwha has not taken any steps to release the Board from these

restrictions, but instead approached the Board and reserved the right to

initiate legal action against each individual board member for failure to

comply with its alleged duties.

The AGM approved the possibility of a corporate investigation pursuant to the

Norwegian Public Limited Liability Companies Act (the "Investigation") with a

mandate as further described in the AGM minutes. As announced on 2 July 2025

the Board formed an investigative sub-committee to facilitate the

Investigation by exploring relevant circumstances around the mutual agreement

amongst the Company and Hanwha, as announced on 24 January 2025, to terminate

the full-form supply agreement with Hanwha Q Cells Georgia Inc. During the

time available, the Board's internal investigation, which is ongoing, has of

yet found no clear evidence that this decision was made on anything other than

a commercial basis.

The Board is of the opinion that the Offer does not reflect the underlying

value of the Company given the unlocked potential value of its assets and the

future prospects for the alternative energy industry. The Board has approached

representatives of Hanwha with the aim of having Hanwha increase the Offer

Price to fully reflect the Company's underlying value, but without any

success.

As of 24 June 2025, the Offeror announced that it had received acceptances of

the Offer for a total of 174,399,839 Shares, representing approximately 41.46%

of all REC shares (including the 33.33% already held by Hanwha). The Board

notes that if the 90% acceptance condition is waived and the Offeror completes

the Offer, the Offeror must, within four weeks following completion of the

Offer, make a mandatory unconditional offer to all remaining shareholders at

the highest price paid in the last six months prior to the settlement of the

Offer (at the Offer price of NOK 2.20 unless a higher price has been paid).

The Offeror will, if it achieves control of more than 90% of the shares, have

a statutory right to compulsorily acquire ("Squeeze Out") the remaining

shares. The offered price in a Squeeze Out may be contested by the remaining

shareholders and be left to the Norwegian courts to decide. For further

information, please refer to the Offer document.

When considering whether to accept the Offer, the Board notes that the

liquidity of the REC shares tradable may decrease if Hanwha completes

the Offer. If the Offer is completed and a mandatory offer is launched,

Hanwha will also hold increased voting power at future general meetings in the

Company.

Based on the above, including the Company's critical financial situation with

no realistic and available financing alternatives to the continued financing

from Hanwha, limited time available, and legal constraints on the Board's

ability to pursue alternative financing and strategic alternatives, the

Board is unable to recommend any alternatives to the Offer. As part of this

assessment, the Board assumes that Hanwha will honor its previous statements

that it intends to financially support the Company's operations.

Contacts

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Chairman of the Board

John K. Adams

jadams@wscapital.com

work: +1 (904) 355-5997

About REC Silicon

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REC Silicon is a leading producer of advanced silicon materials, delivering

high-purity silicon gases to the solar and electronics industries worldwide.

We combine over 40 years of experience and proprietary technology with the

needs of our customers. Listed on the Oslo Stock Exchange (ticker: RECSI), the

Company is headquartered in Lysaker, Norway.

For more information, go to: www.recsilicon.com

This information is subject to disclosure under the Norwegian Securities

Trading Act, §5-12. The information was submitted for publication at

2025-07-07 08:00 CEST.