Agilyx — Share Issue/Capital Change 2023

Oct 26, 2023

AGILYX ASA – Successful Completion of NOK 220 Million Private Placement.

AGILYX ASA – Successful Completion of NOK 220 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, 26 October 2023 – Reference is made to the stock exchange announcement published by Agilyx ASA (“Agilyx” or the “Company”) today regarding a contemplated private placement of USD 15-20 million of new ordinary shares in the Company. The Company hereby announces the successful completion of a private placement of 10,400,000 new ordinary shares (the "Offer Shares") at an offer price of NOK 21.50 per share (the "Offer Price"), a discount of 1.6% to the closing price on 26 October 2023, for gross proceeds of the NOK equivalent of approximately USD 20 million (the "Private Placement"). The Company has engaged DNB Markets, a part of DNB Bank ASA, and Fearnley Securities AS as joint global coordinators and bookrunners (the “Global Coordinators”), and Arctic Securities AS as joint bookrunner (together with the Global Coordinators, the “Managers”) to assist the Company in the Private Placement.

The net proceeds of the Private Placement will be used to support the new and transformational strategic direction of Cyclyx enabling the transition to a build-own-operate business model and also support Agilyx in commercialization of key plastic conversion projects. The net proceeds, combined with the investment in Cyclyx from ExxonMobil and LyondellBasell, will fund Agilyx and Cyclyx through 2024.

Following completion of the Private Placement, the Company will have a share capital of NOK 1,913,724.08, divided on 95,686,204 shares, each with a nominal value of NOK 0.02.

The following primary insiders have subscribed for and been allocated Offer Shares in the Private Placement at the

Offer Price:

•Saffron Hill Ventures 2 LP, a close associate to board member Ranjeet Bhatia, has been allocated 3,138,865 Offer Shares at the Offer Price

•Corvina Holdings Limited, a company controlled by Virgin Group, a close associate to board member Peter Norris, has been allocated 523,144 Offer Shares at the Offer Price

•Jan Secher, chair of the Board (as defined below), has been allocated 78,472 Offer Shares at the Offer Price

•Ranjeet Bhatia, member of the Board, has been allocated 52,314 Offer Shares at the Offer Price

•Peter Norris, member of the Board, has been allocated 18,310 Offer Shares at the Offer Price:

Notifciation of allocation will be sent to investors on or about 27 October 2023. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 1 November 2023. Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Stock Exchange, pursuant to a share lending agreement between DNB Markets, a part of DNB Bank ASA, the Company and Saffron Hill Ventures 2 LP. The Offer Shares delivered to the subscribers will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by the Company's board of directors (the "Board") pursuant to an authorization granted by the annual general meeting of the Company on 26 May 2023.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. 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 the Oslo Stock Exchange 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 obligations. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current market conditions and the purpose for which the funds are raised. Thus, the waiver of the preferential rights inherent in a directed share capital increase through issuance of new shares is considered necessary.

By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently, with a limited discount compared to the closing price on Oslo Børs as of the end of 26 October 2023. The shares issued in the Private Placement represent 12% of the total outstanding shares of the Company prior to the Private Placement. The Company and the Managers have also as part of the Private Placement been in contact with shareholders representing a significant amount of the outstanding shares. The Board has on this basis resolved to not proceed with a subsequent repair offering towards shareholders who did not participate in the Private Placement.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.

ABOUT AGILYX

Agilyx ASA 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 chemical 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 waste polystyrene chemical recycling facility via pyrolysis enabling closed loop polystyrene plastic-to-plastic and holds 20 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 or follow us on LinkedIn.

CONTACTS

For investor inquiries:

Louise Bryant

SVP, Investor Relations & Sustainability

+44 7813 210 809

louise.bryant@agilyx.com

Important information:

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 the Company. 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.

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 offering 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 “Prospectus Regulation” means Regulation (EU) 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.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 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 believe 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 their control. 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 make any guarantee 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 announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not 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. 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. 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. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.