Bewi Invest AS

Share Issue/Capital Change • Aug 20, 2025

BEWI ASA: Private Placement successfully placed

BEWI ASA: Private Placement successfully placed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR

ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement made by BEWI ASA ("BEWI" or

the "Company") earlier today regarding a contemplated private placement of new

shares in the Company (the "Private Placement").

BEWI is pleased to announce that the Private Placement has been successfully

placed, allocating 44,800,000 new shares ("Offer Shares") at NOK 20.00 per Offer

Share (the "Offer Price"), raising gross proceeds to the Company of NOK 896

million, equivalent to EUR 75 million.

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

Company's balance sheet and for general corporate purposes.

DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, acted

as joint bookrunners in the Private Placement (jointly, the "Managers").

Timeline and settlement

Notification of allocation of Offer Shares (conditional in respect of Tranche 2,

see below) are expected to be issued by the Managers on 21 August 2025.

The Private Placement consists of one tranche with 38,344,458 Offer Shares,

representing 20% of the current outstanding shares in the Company, which has

been resolved issued by the Company's board of directors (the "Board") pursuant

to the authorisation granted by the Company's annual general meeting on 21 May

2025 ("Tranche 1"), and a second tranche with 6,455,542 Offer Shares,

representing 3.4% of the current outstanding shares in the Company, which will

be proposed issued by an extraordinary general meeting of the Company expected

to be held on 11 September 2025 (the "EGM") ("Tranche 2"). Offer Shares

allocated in Tranche 1 and Tranche 2 (conditional) will be settled on a delivery

versus payment ("DVP") basis by delivery of existing and unencumbered shares in

the Company already admitted to trading on the Oslo Stock Exchange pursuant to a

share lending agreement expected to be entered into between the Managers, the

Company and BEWI Invest AS (the "Share Lending Agreement").

The Offer Shares in Tranche 1 will be delivered on a DVP T+2 basis on or about

25 August 2025 and be tradable upon allocation. The Offer Shares in Tranche 2

are expected to be delivered on a DVP basis on or about 15 September 2025 and be

tradeable following and subject to approval of the issuance of the Tranche 2

Offer Shares by the EGM. The Managers will settle the share lending arrangement

for Tranche 2 with new shares in the Company to be issued and redelivered to the

share lender on a separate ISIN, and such shares will not be tradable on the

Oslo Stock Exchange until a prospectus has been approved by the Financial

Supervisory Authority of Norway and published by the Company (the "Prospectus").

BEWI Invest AS has been allocated a number of Tranche 1 Offer Shares as required

to maintain an ownership above 50% in the Company's share capital following

completion of Tranche 1, and its remaining allocation is made in Tranche 2 (see

further details below). All new investors have been allocated Offer Shares in

Tranche 1, and existing shareholders pro-rata between Tranche 1 and Tranche 2.

Following registration of the share capital increase pertaining to the issuance

of Offer Shares in Tranche 1, the Company's share capital will be NOK

230,066,748, divided into 230,066,748 shares, each with a par value of NOK 1.00.

Following registration of the share capital increase pertaining to the issuance

of Offer Shares in both Tranche 1 and Tranche 2, the Company's share capital

will be NOK 236,522,290, divided into 236,522,290 shares, each with a par value

of NOK 1.00.

Allocation of Offer Shares

The following close associates of primary insiders in BEWI have been allocated

Offer Shares at the Offer Price in the Private Placement as follows:

- BEWI Invest AS, close associate of Christian Bekken (CEO), has been allocated

17,305,113 Offer Shares in Tranche 1 and 5,583,207 Offer Shares in Tranche 2 (in

aggregate NOK ~458 million);

- HAAS AS, close associate of Andreas Mjølner Akselsen (board member), has been

allocated 681,332 Offer Shares in Tranche 1 and 68,668 Offer Shares in Tranche 2

(in aggregate NOK 15 million);

- Kverva Industrier AS, close associate of Pernille Skarstein (board member),

has been allocated 3,597,368 Offer Shares in Tranche 1 and 362,560 Offer Shares

in Tranche 2 (in aggregate NOK ~79 million); and

- Calea AB, close associate of Kristina Schauman (board member), has been

allocated 27,253 Offer Shares in Tranche 1 and 2,747 Offer Shares in Tranche 2

(in aggregate NOK 0.6 million).

Further details regarding the allocation of Offer Shares to primary insiders and

close associates will be released in separate announcements.

Conditions for completion of the Private Placement

Completion of the Private Placement by delivery of Offer Shares to investors is

subject to (i) all necessary corporate resolutions required to implement the

Private Placement being validly made by the Company, and (ii) the Share Lending

Agreement remaining unmodified and in full force and effect pursuant to its

terms and conditions. Completion of delivery of the Offer Shares in Tranche 2 is

subject to (i) completion of Tranche 1, (ii) the EGM resolving the share capital

increase pertaining to the issuance of the Tranche 2 Offer Shares, and (iii) the

Share Lending Agreement remaining unmodified and in full force and effect

pursuant to its terms and conditions (jointly, the "Conditions").

The applicants acknowledge that the Private Placement will be cancelled if the

Conditions are not fulfilled, and that completion of Tranche 1 is not

conditional upon completion of Tranche 2. The delivery of Offer Shares under

Tranche 1 will remain final and binding and cannot be revoked, cancelled or

terminated by the respective applicants even if Tranche 2, for whatever reason,

is not completed.

Shareholders representing in aggregate approx. 85% of the shares and votes in

BEWI, have undertaken to vote in favour of the resolutions at the EGM, including

the issuance of the Offer Shares in Tranche 2.

Equal treatment considerations and potential subsequent offering

The Private Placement represents a deviation from the shareholders' preferential

rights to subscribe for the Offer Shares. The Private Placement has been

considered by the Board in light of the equal treatment obligations under the

Norwegian Public Limited Liability Companies Act and the Norwegian Securities

Trading Act. The Board is of the view that the Private Placement is in

compliance with these requirements. The issuance of the Offer Shares is carried

out as a private placement in order to inter alia strengthen the Company's

balance sheet. By structuring the equity raise as a private placement (with a

potential Subsequent Offering, as defined below), the Company is able to

efficiently raise capital for the abovementioned purpose at a market-based offer

price. The Board notes that the Offer Price is approximately equal to the volume

weighted average price (VWAP) of the Company's shares on the Oslo Stock Exchange

on 20 August 2025, and represents a 5.9% discount to the Company's closing share

price on 20 August 2025. Additionally, the Company received pre-commitments and

support from larger shareholders and selected potential new long-term investors

to reduce transaction risk. On the basis of the above, and an assessment of the

current equity markets as advised by the Managers, deal execution risk,

available alternatives, and the potential Subsequent Offering (see below), the

Board is of the opinion that the waiver of the preferential rights inherent in

the Private Placement is in the common interest of the Company and its

shareholders.

To mitigate the dilution of existing shareholders, the Board intends to carry

out a subsequent offering of up to 3,000,000 new shares in the Company at the

Offer Price (equal to NOK 60 million) (the "Subsequent Offering"). Any such

Subsequent Offering, if applicable and subject to applicable securities laws,

will be directed towards existing shareholders in the Company as of 20 August

2025 (as registered in the VPS two trading days thereafter), who (i) were not

included in the wall-crossing phase of the Private Placement, (ii) were not

allocated Offer Shares in the Private Placement, and (iii) are not resident in a

jurisdiction where such offering would be unlawful or would (in jurisdictions

other than Norway) require any prospectus, filing, registration or similar

action.

The Subsequent Offering is subject to (i) completion of the Private Placement

(including the resolution by the EGM to issue the Tranche 2 Offer Shares), (ii)

necessary corporate approvals including the Board resolving to issue shares in

the Subsequent Offering based on an authorisation to be granted by the EGM,

(iii) approval and publication of the Prospectus, and (iv) the prevailing market

price of the Company's shares together with the corresponding trading volume

following the Private Placement. The Board may decide that the Subsequent

Offering shall not be carried out if the Company's shares trade at or below the

subscription price in the Subsequent Offering (i.e. the Offer Price) at

sufficient volumes.

Advisors

DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, are

acting as Managers in the Private Placement.

Wikborg Rein Advokatfirma AS is acting as a legal advisor to the Company in

connection with the Private Placement.

For further information, please contact:

Charlotte Knudsen, Director of IR and Communications BEWI ASA, tel: +47 9756

1959

Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 00 47

About BEWI ASA

BEWI is an international provider of packaging, components, and insulation

solutions. The company's commitment to sustainability is integrated throughout

the value chain, from production of raw materials and end goods, to recycling of

used products. With a vision to protect people and goods for a better every day,

BEWI is leading the change towards a circular economy.

BEWI ASA is listed at the Euronext Oslo Børs under ticker BEWI.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act. This information was

submitted for publication, through the agency of the contact persons set out

above, on the time and date provided.

Important information

These materials are not and do not form a part of any offer of securities for

sale, or a solicitation of an offer to purchase, any securities of the Company

in the United States or any other jurisdiction. Copies of these materials are

not being made and may not be distributed or sent into any jurisdiction in which

such distribution would be unlawful or would require registration or other

measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the Private Placement in the

United States or to conduct a public offering of securities in the United

States. Any sale in the United States of the securities mentioned herein will be

made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A

under the Securities Act, pursuant to an exemption from the registration

requirements under the Securities Act, as well as to major U.S. institutional

investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as

amended.

In any EEA member state, this communication is only addressed to and is only

directed at qualified investors in that member state within the meaning of the

EU Prospectus Regulation, i.e., only to investors who can receive any offering

of securities referred to in this announcement without an approved prospectus in

such EEA member state. "EU Prospectus Regulation" means Regulation (EU)

2017/1129, as amended (together with any applicable implementing measures in any

EEA member state).

In the United Kingdom, this communication is only addressed to and is only

directed at qualified investors who are (i) investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within

Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated

associations, etc.) (all such persons together being referred to as "Relevant

Persons"). These materials are directed only at Relevant Persons and must not be

acted on or relied on by persons who are not Relevant Persons. Any investment or

investment activity to which this communication relates is available only to

Relevant Persons and will be engaged in only with Relevant Persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

This communication contains forward-looking statements concerning future events,

including possible issuance of equity securities of the Company. Forward-looking

statements are statements that are not historical facts and may be identified by

words such as "believe", "expect", "anticipate", "strategy", "intends",

"estimate", "will", "may", "continue", "should" and similar expressions. The

forward-looking statements in this communication are based upon various

assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believes that these assumptions were reasonable when made,

these assumptions are inherently subject to significant known and unknown risks,

uncertainties, contingencies and other important factors which are difficult or

impossible to predict and are beyond its control. Actual events may differ

significantly from any anticipated development due to a number of factors,

including, but not limited to, changes in investment levels and need for the

group's services, changes in the general economic, political, and market

conditions in the markets in which the group operate, and changes in laws and

regulations. Such risks, uncertainties, contingencies, and other important

factors include the possibility that the Company will determine not to, or be

unable to, issue any equity securities, and could cause actual events to differ

materially from the expectations expressed or implied in this communication by

such forward-looking statements. The Company does not make any guarantees that

the assumptions underlying the forward-looking statements in this communication

are free from errors.

The information, opinions and forward-looking statements contained in this

communication speak only as at its date and are subject to change without

notice. Each of the Company, the Managers, and their respective affiliates

expressly disclaims any obligation or undertaking to update, review, or revise

any statement contained in this communication whether as a result of new

information, future developments or otherwise, unless required by laws or

regulations.

The Managers are acting exclusively for the Company and no one else in

connection with the Private Placement and will not be responsible to anyone

other than the Company for providing the protections afforded to its clients, or

for advice in relation to the contents of this announcement or any of the

matters referred to herein. Neither the Managers nor any of their respective

affiliates make any representation as to the accuracy or completeness of this

announcement and none of them accepts any liability arising from the use of this

announcement or responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company.

Certain figures contained in this announcement have been subject to rounding

adjustments. Accordingly, in certain instances, the sum or percentage change of

the numbers contained in this announcement may not conform exactly with the

total figure given.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions. Any failure to comply with these restrictions

may constitute a violation of the securities laws of any such jurisdiction.

Specifically, neither this announcement nor the information contained herein is

for publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from the United States (including its territories and

possessions, any state of the United States and the District of Columbia),

Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so

would constitute a violation of the relevant laws of such jurisdiction.