Elkem — Capital/Financing Update 2026

May 6, 2026

Elkem ASA: Private Placement successfully placed and contemplated Subsequent Offering

Elkem ASA: Private Placement successfully placed and contemplated Subsequent Offering

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

OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR

ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 6 May 2026

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

or the "Company") on 6 May 2026 regarding the launch of a private placement of

new shares in the Company (the "Offer Shares") to raise gross proceeds of up to

approximately NOK 1,500 million (the "Private Placement").

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

successfully placed, raising gross proceeds of approximately NOK 1,500 million

through the allocation of 55,555,555 Offer Shares at a subscription price of NOK

27 per share (the "Subscription Price"). The Private Placement attracted strong

investor interest, and was significantly oversubscribed.

Must Invest AS, a company affiliated with board member Christian Erik Must, was

allocated 5,432,833 Offer Shares for a subscription amount of NOK 146,686,491.

Following completion of the Private Placement, Must Invest AS will hold

25,062,928  shares in the Company, corresponding to approximately 7.03% of the

share capital and voting rights in the Company.

Please see the attached form of notification and public disclosure for further

information regarding the transaction in accordance with Regulation (EU) No

596/2014 (MAR) article 19.

The Private Placement will deleverage the Company and strengthen its equity

following the redemption of the shares held by Bluestar at completion of the

Silicones transaction. The net proceeds from the Private Placement will

strengthen the Company's liquidity position and be used for general corporate

purposes.

Notification of conditional allocation of Offer Shares in the Private Placement

is expected to be distributed by the Managers (as defined below) on 7 May 2026.

Settlement and conditions

The Offer Shares allocated in the Private Placement are expected to be settled

on a delivery versus payment ("DVP") basis on or about 11 May 2026, subject to

fulfilment of the Conditions (as defined below), facilitated by a pre-funding

agreement entered into between the Company and the Managers (the "Pre-Funding

Agreement").

Completion of the Private Placement is subject to (i) the Pre-Funding Agreement

remaining in full force and effect pursuant to its terms and conditions, (ii)

the allocated Offer Shares having been fully paid, and (iii) the share capital

increase pertaining to the issuance of the Offer Shares being registered with

the Norwegian Register of Business Enterprises  (jointly the "Conditions").

The first day of trading on Euronext Oslo Børs for the Offer Shares is expected

on or about 8 May 2026, following registration of the share capital increase

pertaining to the issuance of the Offer Shares in the Norwegian Register of

Business Enterprises and registration of the Offer Shares in Euronext Securities

Oslo, the Norwegian Central Securities Depository ("VPS"). The Company will

announce when such registrations has taken place.

The share capital increase pertaining to the issuance of the Offer Shares in the

Private Placement was resolved by the board of directors of Elkem (the "Board")

pursuant to an authorisation granted to the Board by the annual general meeting

of the Company held on 30 April 2026. Following the issuance of the Offer

Shares, the Company will have a share capital of NOK 1,783,291,985 divided into

356,658,397 shares, each with a nominal value of NOK 5.

Equal treatment

The Private Placement entails a deviation from the shareholders' preferential

rights to subscribe for and be allocated the Offer Shares. The Board has

considered this deviation and the Private Placement in light of the equal

treatment obligations under the Norwegian Public Limited Liability Companies Act

and the Norwegian Securities Trading Act. The Board assessed several factors

when deciding on the transaction structure for the equity raise, including inter

alia certainty for the new equity being raised and that the Underwriters'

commitments under the Underwriting Agreement are conditional upon the equity

raise being structured as a private placement, that it has been announced that

the equity raise will be conducted in this manner, the Board's intention to

emphasise existing ownership when allocating the Offer Shares, that the

Authorisation was granted for the purpose of the Private Placement and did

receive broad shareholder support at the annual general meeting, and that the

Subsequent Offering (as defined below) will be carried out. Further, the Board

noted that the Subscription Price represents a discount of 3.2% to the closing

price for the Elkem share on the Oslo Stock Exchange on 6 May 2026.

On this basis, the Board considered that the private placement structure to be

in the common interest of the Company and its shareholders, that there are

sufficient reasons for deviating from the shareholders' preferential rights to

subscribe for and be allocated the Offer Shares, and that the Private Placement

is not in breach of applicable rules and regulations for equal treatment.

Subsequent Offering

Subject to publication by the Company of a prospectus approved by the Financial

Supervisory Authority of Norway, the Company will carry out a subsequent

offering of 11,111,111 new shares in the Company at the Offer Price, raising

gross proceeds of up to approximately NOK 300 million (the "Subsequent

Offering"), to mitigate the dilutive effects on existing shareholders who do not

participate in the Private Placement. The Subsequent Offering, subject to

applicable securities laws, will be directed towards existing shareholders in

the Company as of 6 May 2026 (as registered in Euronext Securities Oslo (VPS)

two trading days thereafter), who 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.

The Company expects that a prospectus prepared by the Company and approved by

the Financial Supervisory Authority of Norway relating to the Subsequent

Offering will be published on or about 15 May 2026 and that the subscription

period for the Subsequent Offering will commence on or about 18 and expire at

16:30 CEST on or about 29 May 2026.

Advisors

ABG Sundal Collier ASA is acting as sole global coordinator and joint bookrunner

and Danske Bank A/S, NUF, DNB Carnegie, a part of DNB Bank ASA, Nordea Bank Abp,

filial i Norge and Skandinaviska Enskilda Banken AB (publ), Oslo branch are

acting as joint bookrunners in the Private Placement, and will act as managers

in the Subsequent Offering (together, the "Managers"). Advokatfirmaet Thommessen

AS is acting as legal counsel to the Company in connection with the Private

Placement and in relation to the Subsequent Offering.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act.

This release was published by Odd-Geir Lyngstad, VP Finance and Investor

Relations, Elkem ASA. Date and time of publication: 23:50 CEST, 06.05.2026

For further information, please contact:

Odd-Geir Lyngstad

VP Finance & Investor Relations

tel: +47 976 72 806

email: odd-geir.lyngstad@elkem.com

About Elkem ASA:

Elkem is a pure-play metals and materials company that has driven industrial

innovation for over 120 years. The company has globally leading positions in

silicon, foundry alloys and carbon products, supplying materials essential to

modern infrastructure, manufacturing, digitalisation and the energy transition.

Elkem employs over 3,000 people, operates in more than 30 locations, and is

headquartered in Oslo, where it is listed on the Oslo Stock Exchange (ELK).

www.elkem.com

Important information

This announcement is not and does not form a part of any offer of securities for

sale, or a solicitation of an offer to purchase, any securities of the Company

in the United States or any other jurisdiction. 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 Private Placement or

Subsequent 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 herein will be made solely to "qualified institutional buyers" (QIBs)

as defined in Rule 144A under the Securities Act, pursuant to an exemption from

the registration requirements under the Securities Act, as well as to major U.S.

institutional investors pursuant to an exemption under SEC Rule 15a-6 to the

United States Exchange Act of 1934, as amended.

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

EU Prospectus Regulation, i.e., only to investors who can receive any offering

of securities referred to in this announcement without an approved prospectus in

such EEA member state. "EU Prospectus Regulation" means Regulation (EU)

2017/1129, as amended (together with any applicable implementing measures in any

EEA member state).

This communication is only being distributed to and is only directed at (i)

persons in the United Kingdom who have professional experience, knowledge and

expertise in matters relating to investments and qualify as "investment

professionals" for the purposes of article 19(5) of the Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"),

(ii) persons who are outside the United Kingdom, and (iii) any other person to

whom it can otherwise be lawfully distributed (all such persons being referred

to as "relevant persons") and any investment or investment activity to which

this communication relates is available only to and will be engaged in only with

relevant persons and any person other than a relevant person should not rely on

it. The Offer Shares are being offered only in circumstances falling within the

circumstances set out in Part 1 of Schedule 1 to The Public Offers and

Admissions to Trading Regulations 2024 (the "POATRs") (including, amongst other

circumstances, the fact that the Offer Shares which are the subject of the

Private Placement are offered subject to a minimum subscription amount per UK

applicant equivalent to at least GBP 100,000). Consequently, the Offer Shares

may be offered only to "qualified investors" as defined in paragraph 15 of

Schedule 1 to the POATRs, or otherwise to limited numbers of UK investors, or

only where the minimum consideration required for the securities offered is GBP

100,000. Persons distributing this communication must satisfy themselves that it

is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements

concerning future events, including possible issuance of equity securities of

the Company. 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 communication 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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including, but not limited to, changes in investment levels

and need for the group's services, changes in the general economic, political,

and market conditions in the markets in which the group operate, and changes in

laws and regulations. Such risks, uncertainties, contingencies, and other

important factors include the possibility that the Company will determine not

to, or be unable to, issue any equity securities, and could cause actual events

to differ materially from the expectations expressed or implied in this

communication by such forward-looking statements. The Company does not make any

guarantees that the assumptions underlying the forward-looking statements in

this communication are free from errors.

The information, opinions and forward-looking statements contained in this

communication speak only as at its date and are subject to change without

notice. Each of the Company, the Managers, and their respective affiliates

expressly disclaims any obligation or undertaking to update, review, or revise

any statement contained in this communication whether as a result of new

information, future developments or otherwise, unless required by laws or

regulations.

The Managers are acting exclusively for the Company and no one else in

connection with the Private Placement and the Subsequent Offering and will not

be responsible to anyone other than the Company for providing the protections

afforded to its clients, or for advice in relation to the contents of this

announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates make any

representation as to the accuracy or completeness of this announcement and none

of them accepts any liability arising from the use of this announcement or

responsibility for the contents of this announcement or any matters referred to

herein.

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.

Certain figures contained in this announcement have been subject to rounding

adjustments. Accordingly, in certain instances, the sum or percentage change of

the numbers contained in this announcement may not conform exactly with the

total figure given.

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. Any failure to comply with these restrictions

may constitute a violation of the securities laws of any such jurisdiction.

Specifically, 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 the United States (including its territories and

possessions, any state of the United States and the District of Columbia),

Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so

would constitute a violation of the relevant laws of such jurisdiction.