Agilyx — Share Issue/Capital Change 2022

Sep 1, 2022

Agilyx ASA | Successful Completion of USD 15 million Private Placement

Agilyx ASA | Successful Completion of USD 15 million Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

OSLO, Norway, 2 September 2022 – Agilyx ASA (Euronext Growth Oslo: AGLX.OL; OTCQX: AGXXF) (“Agilyx” or the “Company”), a technology company that enables customers to recycle the most challenging post-use plastics to high value, virgin-equivalent products, announces the successful completion of a private placement of 6,256,250 new ordinary shares (the "Offer Shares") with a subscription price of NOK 24.0 per Offer Share (the "Offer Price") for gross proceeds of NOK 150 million (equivalent to USD 15 million) on the basis of a bookbuilding process (the "Private Placement"). Arctic Securities AS, Carnegie AS and Citigroup Global Markets Limited acted as joint bookrunners and managers for the Private Placement (jointly, the "Managers").

As announced on 1 September 2022, the Company initially intended to raise gross proceeds of the NOK equivalent of up to USD 10 million. However, the Private Placement was multiple times oversubscribed at the Offer Price, with strong interest from Norwegian and international institutional investors, and as a result, the Private Placement was upsized to raise gross proceeds of the NOK equivalent of USD 15 million.

The net proceeds from the Private Placement is expected to be primarily used for:

•The late stage engineering of a previously announced Polystyrene (PS) project with AmSty in the US, with an expectation of this entering construction within 12 months; and

•To initiate development through a final investment decision (FID) regarding a new 100 TPD PS project in Europe off the basis of a signed MOU with a UK based Petrochemical major, as announced on 1 September 2022. The Company expects this project to enter construction after completion of the FID package, in approximately 18 months.

There will be a separate stock exchange notification for primary insiders pursuant article 19 of the Market Abuse Regulation.

Completion of the Private Placement and the issuance of the Offer Shares was resolved by the Company's board of directors, pursuant to a authorization granted by the Company's annual general meeting held on 12 May 2022. Following completion of the Private Placement, the Company will have a share capital of NOK 1.690.779,10, divided on 84,538,955 shares, each with a nominal value of NOK 0.02.

Notices of allocation will be sent to investors on or about 2 September 2022. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 6 September 2022. The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement entered into between Saffron Hill Ventures 2 LP, Arctic Securities AS and the Company. The Offer Shares are thus tradable from notification of allocation. The share loan will be settled with new shares in the Company resolved issued by the Company's board of directors pursuant to an authorization granted by the Company's annual general meeting held on 12 May 2022.

The Company has agreed with the Managers to a lock-up ending 6 months after the Private Placement, subject to certain exemptions.

The Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. The board has considered this and is of the view that it would be in the best interest of the Company and its shareholders to deviate from the existing shareholders' pre-emptive right to the new shares in the Private Placement, and that this would also be in compliance with the requirements in the Norwegian Public Limited Companies Act on equal treatment of shareholders and the prohibition against giving anyone an unreasonable advantage at the Company's or the shareholders' expense and the obligation relating to equal treatment of shareholders, cf. section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014. In reaching this conclusion, the Company's board of directors inter alia emphasized that:

•the subscription price of NOK 24.0 per Offer Share is based on the investor interest obtained following a pre-sounding of the Private Placement with wall-crossed investors and a publicly announced accelerated book-building process conducted by investment banks, and the subscription price represents professional investors' view of the market price for the Company's shares in a share offering of this size; and

•that the dilution inherent in the Private Placement was limited to approximately 7.4%. The size of any subsequent offering would therefore in any event be limited, and this should be weighed against the costs that would accrue, both with respect to an extraordinary general meeting to approve such share issue, and to an offering prospectus; and

•the subscription price represented a smaller discount to the prices at which the Company's shares had been traded on Euronext Growth in the recent period prior to the announcement of the Private Placement.

Based on the above, the Company is not contemplating to carry out a subsequent share issue directed towards shareholders not participating in the Private Placement.

As previously announced, the Company is planning to apply for and complete an up-listing on the main board of the Oslo Børs expected within September 2022. The completion of the Private Placement is not conditioned on such up-listing.

Advokatfirmaet Schjødt AS and Proskauer are acting as a legal advisors to the Company in connection with the Private Placement. Advokatfirmaet BAHR AS and Milbank LLP are acting as legal advisors to the Managers in connection with the Private Placement.

For further queries, please contact:

Kate Ringier

VP, Communications & Government Affairs

+ 41 43 883 0396

kate.ringier@agilyx.com

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 the Norwegian Securities Trading Act.

About Agilyx

Agilyx is a technology company that enables customers to recycle difficult-to-recycle post-use plastics to high value, virgin-equivalent products. With a focus on diversion and conversion of plastic waste, Agilyx is uniquely positioned with a molecular recycling technology offering and an integrated feedstock solution by way of Cyclyx, an innovative feedstock management consortium of partners that drives up global plastic recycling rates by chemically fingerprinting plastic waste and matching it to appropriate recycling processes. Agilyx was the first to establish a commercial scale closed loop plastic-to-plastic chemical recycling facility and holds over 17 patents. Agilyx conversion technology utilizes pyrolysis without a catalyst and can convert mixed waste plastic to naphtha and fuels or depolymerize specific plastics such as polystyrene and PMMA (acrylic) back into virgin-quality products. Learn more at www.agilyx.com.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of Agilyx ASA. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement has been prepared by and is the sole responsibility of the Company.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.

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. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication 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 for 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.

Matters discussed in this announcement may constitute forward-looking statements. 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 release 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 without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Neither the Company nor the Managers undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Company or the Managers, nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any 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 in the Company. Neither the Company nor the Managers, nor any of their respective affiliates accepts any liability arising from the use of this announcement.

The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to