Bewi Invest AS

Share Issue/Capital Change • May 6, 2021

BEWI - Private Placement successfully completed

BEWI - Private Placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE

REGION OF THE People's REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR

THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR

RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY

OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement by BEWi ASA ("BEWi" or the

"Company") today, 6 May 2021, at 16:30 hours CEST regarding the Company's

contemplated issue of new shares (the "Primary Shares") to raise gross proceeds

of up to NOK 200 million and the sale of existing shares (the "Secondary

Shares", and together with the Primary Shares, the "Offer Shares") for up to NOK

50 million by funds advised by the Verdane Group (the "Selling Shareholder")

through a private placement (the "Private Placement").

The Company is pleased to announce that the Private Placement has been

successfully completed, through the allocation of 8,833,922 Offer Shares at an

offer price of NOK 28.30 per Offer Share (the "Offer Price"). Of the total

number of Offer Shares allocated in the Private Placement, 7,067,138 Offer

Shares were allocated in the form of Primary Shares, raising gross proceeds to

the Company of NOK 200 million. The remaining 1,766,784 Offer Shares were

allocated in the form of Secondary Shares, raising gross proceeds to the Selling

Shareholder of NOK 50 million. Reference is made to the Company's announcement

regarding the launch of the Private Placement today for information about the

Company's intended use of the net proceeds raised through the issue of the

Primary Shares in the Private Placement.

Due to high demand in the Private Placement by new investors and to increase the

free float of shares in the Company, 2,393,232 Offer Shares were allocated to

Frøya Invest AS, less than their pro-rata allocation.

The Private Placement and the issue of the Primary Shares were resolved by the

Company's board of directors (the "Board") today, 6 May 2021, pursuant to the

authorization granted by the Company's extraordinary general meeting of 16

November 2020. Completion of the issuance of the Primary Shares is further

subject to payment being received for the Primary Shares to be issued in the

Private Placement.

Notification of allotment of the Offer Shares and payment instructions will be

sent to the applicants who have been allocated Offer Shares through a

notification from the Managers (as defined below). Settlement of all Offer

Shares, including the Primary Shares, towards investors will be made on a

delivery versus payment basis on or about 11 May 2021 (T+2 settlement), by

delivery of existing and unencumbered shares in the Company that are already

listed on the Oslo Stock Exchange. With respect to the Primary Shares, such

settlement procedure is facilitated pursuant to a share lending agreement

entered into between SpareBank 1 Markets AS (on behalf of the Managers), the

Company and Frøya Invest AS (the "Lender"). All Offer Shares delivered to the

subscribers will thus be tradeable from allocation. The shares borrowed for the

settlement of the Primary Shares in the Private Placement will be redelivered by

SpareBank 1 Markets AS (on behalf of the Managers) to the Lender in the form of

Primary Shares to be issued by the Company.

Following registration of the share capital increase pertaining to the issue of

the Primary Shares in the Private Placement in the Norwegian Register of

Business Enterprises, the Company will have an issued share capital of NOK

155,478,012, divided into 155,478,012 shares, each with a par value of NOK 1.

The registration is expected to take place on or about 14 May 2021.

Completion of the Private Placement implies a deviation from the existing

shareholders' pre-emptive rights to subscribe for the Primary Shares. The Board

has considered the Private Placement, including the offering of the Secondary

Shares, in light of this deviation and the requirements in the Norwegian Public

Limited Liability Companies Act and the rules of equal treatment set out in the

Oslo Rule Book II - Issuer Rules, as well as the Oslo Stock Exchange's

guidelines on the rules of equal treatment. The Board has concluded that there

is sufficient reasons to deviate from the pre-emptive rights and that the

Private Placement will be in compliance with applicable regulation and

guidelines applicable for the Company in respect of equal treatment

requirements. In reaching this conclusion, the Board has amongst other

emphasized that: i) It is in the Company and its shareholders interest that new

equity is raised through a private placement, as an efficient capital raise

procedure; ii) for the development of the BEWi share price, it is preferable

that large shareholders sell larger blocks of shares through a publicly

announced, accelerated bookbuilding process instead of in the market; iii)

existing shareholders have had the chance to sell their BEWi shares in the

market at the same trading price; iv) the Private Placement will contribute to

increase liquidity in the BEWi share and strengthen the Company's shareholder

base, v) the Offer Price was determined following a pre-sounding with wall-

crossed investors and a publicly announced bookbuilding process, and thereby

represents market value for the Company's shares, and vi) the number of new

shares issued in the Private Placement implies that the dilutive effect of the

Private Placement is limited, at approximately 5 per cent.

For the same reasons, the Board has decided that the Company will not conduct a

subsequent repair offering.

The Company and the Selling Shareholder have engaged Nordea Bank Abp, filial i

Norge, and SpareBank 1 Markets AS as joint bookrunners (the "Managers") in the

Private Placement. Wikborg Rein Advokatfirma AS is acting as legal advisor to

the Company. Advokatfirmaet Wiersholm is acting as legal advisor to the

Managers.

For further information, please contact:

Charlotte Knudsen, Director of IR and Communications BEWi ASA, tel: +47 9756

1959

Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 0047

About BEWI ASA

BEWI is an international provider of packaging, components, and insulation

solutions. The company's commitment to sustainability is integrated throughout

the value chain, from production of raw materials and end goods, to recycling of

used products. With a vision to protect people and goods for a better every day,

BEWI is leading the change towards a circular economy.

BEWI has three reporting segments: Segment RAW, developing and producing raw

materials sold internally and externally. Segment Packaging & Components (P&C),

developing and manufacturing packaging solutions and technical components for

customers in many industrial sectors. Segment Insulation, providing an extensive

range of insulation products for the construction industry.

BEWI ASA is listed at the Oslo Børs under ticker BEWI.

The information is such that BEWI ASA is required to disclose in accordance with

the EU Market Abuse Regulation. The information was submitted for publication,

through the agency of the contact person set out above, at 22:40 CEST on 6 May

2021

Important information

This announcement is not an offer to sell or a solicitation of offers to

purchase or subscribe for shares. Copies of this document may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. The information contained herein shall not

constitute an offer to sell or the solicitation of an offer to buy, in any

jurisdiction in which such offer or solicitation would be unlawful absent

registration, or an exemption from registration or qualification under the

securities laws of any jurisdiction.

This document is not for publication or distribution in the United States of

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE People's

REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES and it

does not constitute an offer or invitation to subscribe for or purchase any

securities in such countries or in any other jurisdiction. In particular, the

document and the information contained herein should not be distributed or

otherwise transmitted into the United States of America or to U.S. persons (as

defined in the U.S. Securities Act of 1933, as amended (the "Securities Act"))

or to publications with a general circulation in the United States of America.

This announcement is not an offer for sale of securities in the United States of

America. The securities referred to herein have not been and will not be

registered under the Securities Act, or the laws of any state, and may not be

offered or sold in the United States of America absent registration under or an

exemption from registration under the Securities Act. Neither the Company nor

the Selling Shareholder intend to register any part of the Private Placement in

the United States of America.

There will be no public offering of the securities in the United States of

America. Any public offering in the United States of America would be made by

means of a prospectus containing detailed information about the company and

management, as well as financial statements.

The information contained herein does not constitute an offer of securities to

the public in the United Kingdom. No prospectus offering securities to the

public will be published in the United Kingdom. This document is only being

distributed to and is only directed at i) persons who are outside the United

Kingdom or(ii) to investment professionals falling within article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

"Order") or (iii) high net worth entities, and other persons to whom it 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"). The

securities are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such securities will be engaged in only

with, relevant persons. Any person who is not a relevant person should not act

or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to

this communication in any member state of the European Economic Area (each, an

"EEA Member State") that has implemented Regulation 2017/1129 (the "Prospectus

Regulation") is only addressed to qualified investors in that EEA Member State

within the meaning of the Prospectus Regulation.

The information contained in this document does not purport to be comprehensive.

None of the Managers, any of their respective subsidiary undertakings or

affiliates, or their respective directors, officers, employees, advisers or

agents accepts any responsibility or liability whatsoever for (whether in

contract, tort or otherwise) or makes any representation or warranty, express or

implied, as to the truth, accuracy or completeness of the information in this

document (or whether any information has been omitted from the document) or any

other information relating to the Company, its subsidiaries, affiliates or

associated companies, whether written, oral or in a visual or electronic form,

and howsoever transmitted or made available or for any loss howsoever arising

from any use of this document or its contents or otherwise arising in connection

therewith. The Managers disclaim any responsibility for any acts or omissions of

the Company or the Selling Shareholder, any of their respective Directors, or

any other person in connection with the Private Placement.

The Managers are acting for the Company and the Selling Shareholder in

connection with the Private Placement and no one else and will not be

responsible to anyone other than the Company and the Selling Shareholders for

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement or any transaction or arrangement

referred to in this press release. Solely for the purposes of the product

governance requirements contained within: (a) EU Directive 2014/65/EU on markets

in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of

Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)

local implementing measures (together, the "MiFID II Product Governance

Requirements"), and disclaiming all and any liability, whether arising in tort,

contract or otherwise, which any "manufacturer" (for the purposes of the MiFID

II Product Governance Requirements) may otherwise have with respect thereto, the

securities described in this press release have been subject to a product

approval process, which has  determined that such securities are: (i) compatible

with an end target market of retail investors and investors who meet the

criteria of professional clients and eligible counterparties, each as defined in

MiFID II; and (ii) eligible for distribution through all distribution channels

as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding

the Target Market Assessment, distributors should note that: the price of the

securities may decline and investors could lose all or part of their investment;

the securities offer no guaranteed income and no capital protection; and an

investment in the securities is compatible only with investors who do not need a

guaranteed income or capital protection, who (either alone or in conjunction

with an appropriate financial or other adviser) are capable of evaluating the

merits and risks of such an investment and who have sufficient resources to be

able to bear any losses that may result therefrom. The Target Market Assessment

is without prejudice to the requirements of any contractual, legal or regulatory

selling restrictions in relation to the Transaction.

For the avoidance of doubt, the Target Market Assessment does not constitute:

(a) an assessment of suitability or appropriateness for the purposes of MiFID

II; or (b) a recommendation to any investor or group of investors to invest in,

or purchase, or take any other action whatsoever with respect to the securities.

Each distributor is responsible for undertaking its own target market assessment

in respect of the securities and determining appropriate distribution channels.

This publication may contain specific forward-looking statements, e.g.

statements including terms like "believe", "assume", "expect", "forecast",

"project", "may", "could", "might", "will" or similar expressions. Such forward

-looking statements are subject to known and unknown risks, uncertainties and

other factors which may result in a substantial divergence between the actual

results, financial situation, development or performance of BEWi and those

explicitly or implicitly presumed in these statements. Against the background of

these uncertainties, readers should not rely on forward-looking statements. Vow

assumes no responsibility to update forward -looking statements or to adapt them

to future events or developments.