Axactor SE

Capital/Financing Update • Dec 10, 2020

Exchange offer to bondholders in Axactor SE FRN senior unsecured EUR 250,000,000 bonds 2018/2021, ISIN NO 0010819725 (AXA01) (the "Existing Bonds")

Axactor SE (the "Company") is offering to issue new EUR 160-200 million 3 year senior unsecured bonds (the "Bonds") for the purpose of, inter alia, refinancing Existing Bonds. The Company has engaged ABG Sundal Collier ASA, Arctic Securities AS, DNB Markets, a part of DNB Bank ASA and Nordea Bank Abp, filial i Norge as joint lead managers for the bond issue (the "Bond Issue"). Nordic Trustee AS will be the appointed bond trustee.

In connection with comprehensive transactions (as further described in the press release posted 9 December 2020 and the notice of written resolution posted on 10 December 2020 on www.newsweb.oslobors.no), the Company proposes certain amendments to permit full early redemption of the Existing Bonds. In connection therewith, the Company offers the holders of Existing Bonds to participate in the Bond Issue by exchanging their Existing Bonds for new Bonds (on a one to one basis at 100% of par value). Settlement for new Bonds can be made in cash and/or by delivery of Existing Bonds.

Applicants delivering Existing Bonds as settlement for new Bonds will (i) receive accrued interest on Existing Bonds up until the issue date, (ii) receive a 2 % (call) premium on the Existing Bonds, and (iii) be guaranteed allocation. For further information about the Company, please visit the Company's website https://www.axactor.com.

For additional information and the transaction documents, please contact the joint lead managers:

• ABG Sundal Collier ASA Fixes Income Sales: +47 220 161 13
• Arctic Securities AS Fixes Income Sales: +47 210 131 19
• DNB Markets, a part of DNB Bank ASA Fixes Income Sales: +47 241 690 30
• Nordea Bank Abp, filial i Norge Fixes Income Sales: +47 224 877 92