Agilyx — Share Issue/Capital Change 2024

Aug 21, 2024

AGILYX ASA IS LAUNCHING AN EQUITY PRIVATE PLACEMENT AS PART OF A USD 87 MILLION COMMITTED FINANCING PACKAGE

AGILYX ASA IS LAUNCHING AN EQUITY PRIVATE PLACEMENT AS PART OF A USD 87 MILLION COMMITTED FINANCING PACKAGE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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 – 21 August 2024

Agilyx ASA (OSE: AGLX; OTCQX: AGXXF) ("Agilyx" or the "Company") is contemplating to raise gross proceeds of approximately the NOK equivalent of USD 87 million to fully fund Agilyx´ pro-rata share of a second Cyclyx Circularity Center ("CCC#2") and related working capital requirements. The fully committed financing package includes (i) a USD 40 million equity private placement of new shares in the Company (the "Offer Shares") that is fully underwritten by existing shareholders (the "Private Placement") (ii) a USD 40 million senior secured debt financing guaranteed by DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and (iii) a USD 7 million unsecured credit facility provided by Saffron Hill Ventures 2 LP ("SHV").

The Company has engaged Carnegie AS and DNB Markets as joint bookrunners (together, the "Joint Bookrunners") and Arctic Securities AS as co-manager (collectively, the "Managers") to assist in the Private Placement.

In October 2023, the Company announced the construction of the first Cyclyx Circularity Center ("CCC#1"), a 178,000 inbound tons per year facility to produce advanced recycling plastic waste plastic feedstock for ExxonMobil and LyondellBasell. That facility is under construction on budget with expected commissioning in mid-2025. CCC#2 will be materially identical in design to CCC#1. The partners of Cyclyx—Agilyx, ExxonMobil, and LyondellBasell—are anticipated to each invest their pro-rata share to fully fund capex and working capital for the second Cyclyx Circularity Center ("CCC#2"). The output from CCC#2 would be purchased by ExxonMobil and LyondellBasell under a long-term supply contract, with some volume potentially made available to new off-takers acquiring advanced recycling feedstock for their own conversion operations. CCC#2 is expected to enter commissioning in H1 2026.

Once operational, CCC#1 and CCC#2 will collectively produce over 200,000 tons of advanced recycling feedstock and 100,000 tons of mechanical recycling feedstock, forming the foundation for the rapid expansion of an industry-supported CCC network. In line with its intensified focus on Cyclyx expansion, the Company intends to maintain its Oslo listing while pursuing a dual listing on the Nasdaq Stock Market in New York, currently expected to be completed during 2025. Further details on the dual listing and its timing will be shared when available.

PRIVATE PLACEMENT UNDERWRITING:

The following investors have undertaken to underwrite the Private Placement and pre-committed to subscribe for Offer Shares at the Offer Price:

• SHV, the Company's largest shareholder and a company founded by Agilyx’ CEO Ranjeet Bhatia, has agreed to underwrite for the NOK equivalent of USD 12 million and pre-committed to subscribe for the NOK equivalent of USD 8 million.

• Corvina Holdings Limited, a company controlled by Virgin Group, has agreed to underwrite for and pre-committed to subscribe for the NOK equivalent of USD 1 million.

• Caspla Securities, a company controlled by David Fitzsimons, has agreed to underwrite for the NOK equivalent of USD 2 million and pre-committed to subscribe for the NOK equivalent of USD 1 million.

• Svelland Global Trading Fund, existing shareholder, has agreed to underwrite for and pre-committed to subscribe for the NOK equivalent of USD 25 million.

TIMELINE AND THE DETAILED TERMS OF THE PRIVATE PLACEMENT

The bookbuilding period for the Private Placement commences today, on 21 August 2024 at 16:30 hours CEST, and is expected to close on 22 August 2024 at 08:00 hours CEST (the "Bookbuilding Period"). The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion to close

or extend the Bookbuilding Period or to cancel the Private Placement in its entirety and for any reason. If the Bookbuilding Period is shortened or extended, the other dates referred to herein may be changed correspondingly.

The subscription price per Offer Share is NOK 30 (the “Offer Price”) and the final number of Offer Shares to be issued will be determined by the Company’s board of directors in consultation with the Managers (as defined below) on the basis of an accelerated book building process.

The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling

restrictions. The minimum application amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from the prospectus requirements in accordance with applicable regulations, including

the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.

The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to a share lending agreement between the Company, SVH and DNB Markets (on behalf of the Managers). The Offer Shares will thus be tradable from allocation. DNB Markets will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the authorization granted by the Annual General Meeting on 16 May 2024.

The share loan will be settled in two tranches as the total number of Offer Shares to be issued in the Private Placement will result in the Company being required to publish a listing prospectus in accordance with the requirements in the EU Prospectus Regulation: (i) tranche 1 will consist of 8,737,240 Offer Shares, equal to the number of Offer Shares that can be issued and listed without triggering the requirement of publishing a listing prospectus; and (ii) tranche 2 will consist of the remaining Offer Shares ("Tranche 2"). The Offer Shares in Tranche 2 will be issued on a separate, temporary ISIN pending approval by the Norwegian Financial Supervisory Authority of a listing prospectus and will thus not be listed or tradeable on Oslo Børs until such listing prospectus has been published.

POTENTIAL SUBSEQUENT OFFERING

Following completion of the bookbuilding in the Private Placement, the Board will consider a subsequent offering of new shares (the “Subsequent Offering”), including size of such offering, to certain shareholders as detailed below. The offer price in any such Subsequent Offering will be equal to the Offer Price in the Private Placement. Shareholders of the Company as of close of trading on 21 August 2024, as recorded in the VPS on 23 August 2024, who (i) were not allocated Offer Shares in the Private Placement, and (ii) 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, will receive non-tradable subscription rights in any Subsequent Offering.

The launch of the Subsequent Offering, if carried out, will also be contingent on, inter alia, the publication of a prospectus, approval by the Board and, if necessary, the extraordinary general meeting of the Company.

EQUAL TREATMENT CONSIDERATIONS

The Board has considered the structure of the contemplated Private Placement of new shares in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the rules of equal treatment set out in the continuing obligations for companies admitted to trading on Euronext Oslo Børs and the guidelines on the rules of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements. 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, in view of the funds required to execute on the strategic direction of the Company and build out of CCC#2. A private placement enables the Company to reduce execution and completion risk, allows for the Company to raise capital more quickly, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process and a market-based offer price should therefore be achieved. The Board also aims to widen and strengthen the Company's shareholder base by completing the transaction as a private placement. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders.

This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation.

ADVISORS

Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners and Arctic Securites AS is acting as co-manager.

Advokatfirmaet Schjødt is acting as legal advisor to the Company in connection

with the Private Placement.

ABOUT AGILYX

Agilyx ASA is at the forefront of plastic waste recycling, enabling the conversion of challenging post-use plastics into high-value, virgin-equivalent products. Recognizing that availability of high-quality custom feedstock is critical for scaling recycling processes, Agilyx, through its Cyclyx subsidiary, provides tailored feedstock solutions to global plastic producers. By advancing from a linear "make-take-waste" model to a sustainable circular economy, Agilyx supports the transition to a low-carbon future. Our adaptable approach ensures bespoke solutions, leveraging extensive IP and Cyclyx’s feedstock expertise to meet diverse customer needs. For more information, visit Agilyx Products & Services and Cyclyx.

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.