Borgestad ASA — Capital/Financing Update 2023

Dec 4, 2023

Borgestad ASA: Approval and publication of prospectus, contemplated listing of private placement shares and launch of subsequent offering

Borgestad ASA: Approval and publication of prospectus, contemplated listing of private placement shares and launch of subsequent offering

Reference is made to the stock exchange announcement by Borgestad ASA (the "Company") on 28 November 2023 regarding the general meeting's approval of inter alia the share capital increases pertaining to the Company's private placement (the "Private Placement") and subsequent offering (the "Subsequent Offering").

Approval and publication of prospectus:

The Financial Supervisory Authority of Norway has today approved the Company's prospectus (the "Prospectus") prepared in connection with the Subsequent Offering and the listing on the Oslo Stock Exchange of 1,000,000,000 new shares in the Company in connection with the Private Placement (the "Private Placement Shares").

The Prospectus, including the subscription form for the Subsequent Offering, will be published and be available at the Company's website www.borgestad.no/investor (https://borgestad.no/investor/), as well as at www.arctic.com/offerings (https://www.arctic.com/offerings) and

www.sb1markets.no/transaksjoner (http://www.sb1markets.no/transaksjoner/)

before the start of the subscription period in the Subsequent Offering.

Issuance and listing of the Private Placement Shares:

The Private Placement Shares are expected to be issued on or about 13 December 2023, provided that the Municipal Council of Bjuv prior to this gives its initial (non-binding) approval of the sale-leaseback transaction announced through the Company's stock exchange announcement on 27 October 2023. The Private Placement Shares are expected to be listed on the Oslo Stock Exchange and become tradable on or about 13 December 2023, but not before the Company has published a stock exchange announcement announcing the registration of the share capital increase pertaining to the Private Placement Shares in the Norwegian Register of Business Enterprises.

The Subsequent Offering:

The Subsequent Offering is an offer by the Company to issue up to 250,000,000 new shares, each with a nominal value of NOK 0.25, (the "Offer Shares") at a subscription price of NOK 0.25 per Offer Share (the "Offer Price"), equal to the subscription price in the Private Placement, resulting in gross proceeds of NOK 62,500,000 if all the Offer Shares are allocated and issued.

The subscription period in the Subsequent Offering will start tomorrow, 5 December 2023, at 09:00 hours CET and end on 19 December 2023 at 16:30 CET (the "Subscription Period"). The Subscription Period cannot be shortened, but the board of directors may extend the Subscription Period if this is required by law as a result of the publication of a supplemental prospectus. If the Subscription Period is extended any other dates referred to herein may be amended accordingly.

The shareholders of the Company as of 6 November 2023 (being registered as such in Euronext Securities Oslo (the "VPS") on 8 November 2023), who (i) were not contacted in the wallcrossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful, or (for jurisdictions other than Norway) would require any filing, registration or similar action (the "Eligible Shareholders"), will be granted subscription rights that will give a preferential right to be allocated Offer Shares.

Each Eligible Shareholder will receive 7.4134 non-transferable subscription rights for every share registered as held by such Eligible Shareholder in the Company's shareholders register in the VPS as of 8 November 2023. The number of Subscription Rights allocated to each Eligible Shareholder will be rounded down to the nearest whole subscription right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share at the Offer Price. Oversubscription is permitted. Subscription without subscription rights is not permitted.

The subscription rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 19 December 2023 at 16:30 CET. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

Notifications of allocated Offer Shares and the subscription amount to be paid by each subscriber are expected to be distributed to the subscribers on or about 20 December 2023. The due date for payment of the allocated Offer Shares will be 22 December 2023.

Assuming timely payment for the Offer Shares allocated in the Subsequent Offering, the Offer Shares are expected to be issued and delivered to the VPS account of the subscribers having been allocated Offer Shares on or about 29 December 2023. The Offer Shares allocated in the Subsequent Offering are expected to become tradable on the Oslo Stock Exchange on or about 29 December 2023, but not before the Company has published a stock exchange announcement announcing the registration of the share capital increase pertaining to the Subsequent Offering in the Norwegian Register of Business Enterprises.

Completion of the Subsequent Offering is conditional upon completion of the Private Placement. If the conditions for completion of the Private Placement have not been satisfied within 15 December 2023, the Private Placement will not be completed, and the Subsequent Offering will be cancelled. The subscription rights in the Subsequent Offering will then lapse without compensation to the holder, and any subscriptions in the Subsequent Offering will be cancelled.

Further information about the Subsequent Offering and instructions regarding the subscription procedure are included in the Prospectus.

Arctic Securities AS and SpareBank 1 Markets AS act as managers for the Private Placement and the Subsequent Offering. Advokatfirmaet Thommessen AS acts as legal counsel to the Company.

For further information, please contact:

Pål Feen Larsen, CEO of Borgestad ASA

Tel.: +47 48 84 53 33

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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About Borgestad|www.borgestad.no

Borgestad ASA (OSE:BOR) is an investment company focused on real estate and industry. The key investments include Agora Bytom shopping center and the leading refractory manufacturer Höganäs Borgestad.

About Höganäs Borgestad | www.hoganasborgestad.com

Höganäs Borgestad develops, manufactures and delivers refractory products, installations and turnkey solutions that enhance the productivity and competitiveness of industrial customers. The aim is to contribute to the customers' profitability by providing high-value refractory solutions to their challenges. Today, the company is a leading supplier in the refractory market of the Nordic countries and has a global presence in a number of selected application areas.

IMPORTANT NOTICE:

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither Arctic Securities AS and SpareBank 1 Markets AS (the "Managers") or any of their affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries 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 announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Borgestad ASA (the "Company").

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors, except for the subsequent repair offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the subsequent repair offering, the prospectus.

In any EEA Member State other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement 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 transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities 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, the Managers and any of their affiliates acting as investors for their own accounts. The Managers does 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.

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", "aim", "expect", "anticipate", "intend", "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. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.