Agilyx — Share Issue/Capital Change 2022

Sep 1, 2022

Agilyx ASA (AGLX) – Contemplated Private Placement

Agilyx ASA (AGLX) – Contemplated 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, 1 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, has engaged Arctic Securities AS, Carnegie AS and Citigroup Global Markets Limited (the “Managers”) to advise on and effect a contemplated private placement of new ordinary shares in the Company (the "Offer Shares") for gross proceeds of the NOK equivalent of up to USD 10 million (the "Private Placement"). The subscription price per Offer Share in the Private Placement (the "Offer Price") will be set by the Company's board of directors (the "Board" or “Board of Directors”) on the basis of an accelerated book building process conducted by the Managers.

The following primary insiders have pre-committed to apply for Offer Shares:

- Saffron Hill Ventures 2 LP, a company closely related to the Board Member, Ranjeet Bhatia for USD

4,000,000.

- Corvina/Virgin Group, a company closely related to the Board Chairman Peter Norris for USD 250,000.

- L-vevabi A/S, a company closely related to Board Member Steen Jakobsen (Director) for USD 1,000,000.

Based on limited wallcrossing exercise prior to launch, the Managers have received indications of interest from existing shareholders, directors and employees to subscribe for Offer Shares so that the Private Placement is fully covered on indications of interest at the start of the application period.

“Agilyx is taking a leading role as a provider of proven technology and project development within advanced plastics recycling globally, and we have over the past 12 months seen strong development in terms of business development and growth of our project pipeline. The recent start of construction for the Toyo chemical recycling facility in Japan was a milestone, and we are in the later stages of engineering for a large polystyrene recycling plant together with AmSty in the US. Furthermore, with announcement today of a new project in Europe, we expect an investment decision to bring this into construction during the coming 18 months,” said CEO of Agilyx Tim Stedman.

The net proceeds from the Private Placement are expected to be 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 initiate development through final investment decision (FID) of 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.

The Offer Price and the final number of Offer Shares to be issued in the Private Placement will be determined by the Board following an accelerated bookbuilding process. The bookbuilding period will commence with immediate effect following this announcement and close on 2 September 2022 at 08:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly. The timing of the closing of the book, pricing and allocations are at the absolute discretion of the Company and the Managers, and the Company also reserves the right to refrain from completing the Private Placement.

The Company will announce the final number of Offer Shares placed and the final Offer Price in a stock exchange announcement, expected to be published before the opening of trading on the Euronext Growth Oslo on 2 September 2022. The Company has agreed to a lock-up ending 6 months after the Private Placement (subject to certain exceptions).

The Private Placement will be directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in Rule 144A under the U.S. Securities Act, in each case subject to applicable exemptions from relevant prospectus, filing or other registration requirements. The minimum application and allocation amount in the Private Placement is the NOK equivalent of EUR 100,000 per investor, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The allocation of Offer Shares will be made at the sole discretion of the Board after consultation with the Managers. Allocation will be based on criteria such as (but not limited to), existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality, pre-commitments and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of allotment and payment instructions are expected to be issued to the applicants on or about 2 September 2022 through a notification to be issued by the Managers.

The completion of the Private Placement by allocation and delivery of Offer Shares to investors is subject to (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to consummate the Private Placement and issue the Offer Shares pursuant to an authorisation granted to the Board by the annual general meeting held on 12 May 2022 (the “AGM”), (ii) the Share Lending Agreement (as defined below) not being terminated prior to allocation, and (iii) a placement agreement between the Company and the Managers have not been terminated prior to allocation. The Company and the Managers reserve the right to cancel and/or modify the terms of the Private Placement at any time and for any reason prior to allocation of the Offer Shares. Neither the Managers nor the Company or any of their directors, officer, employees, representatives, or advisors will be liable for any losses if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.

Settlement is expected to take place on or about 6 September 2022 on a delivery versus payment basis. The Offer Shares are expected to be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement expected to be entered into between Saffron Hill Ventures 2 LP, Arctic Securities AS and the Company (the "Share Lending Agreement"). The Offer Shares will thus be tradable from allocation. The share loan will be settled with new shares in the Company to be resolved issued by the Board pursuant to an authorization granted by the AGM.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and deems that the proposed Private Placement is in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved. By structuring the equity raise as a private placement, the Company is expected to be in a position to raise capital at a better share price, at a lower cost and with significantly lower risk than would be the case for a rights issue.

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. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

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 do so.