Elkem — Share Issue/Capital Change 2026

May 13, 2026

ELKEM ASA: RESOLUTION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH SUBSEQUENT OFFERING

ELKEM ASA: RESOLUTION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH 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, 13 May 2026

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

"Company" or "Elkem") on 6 May 2026, regarding key information relating to a

subsequent offering of up to 11,111,111 new shares in the Company (the

"Subsequent Offering").

The Company's board of directors (the "Board") was by the annual general meeting

of the Company held on 30 April 2026 granted an authorisation to resolve a share

capital increase pertaining to the issuance of new shares in the Subsequent

Offering.

The Board has today resolved to carry out the Subsequent Offering and, pursuant

to the above-mentioned authorisation, increase the share capital of the Company

by a minimum of NOK 5 and a maximum of NOK 55,555,555 through the issuance of a

minimum of one (1) new share and a maximum of 11,111,111 new shares (the "Offer

Shares"), each with a nominal value of NOK 5 and with a subscription price of

NOK 27 (the "Subscription Price"), which is equal to the subscription price per

share in the successfully placed private placement of 55,555,555 new shares in

the Company, raising gross proceeds of approximately NOK 1,500 million (the

"Private Placement"). Subject to all Offer Shares being issued, the Company will

raise gross proceeds of approximately NOK 300 million in the Subsequent

Offering.

The Subsequent Offering is directed towards shareholders of the Company as of 6

May 2026, as registered in the Company's register of shareholders with Euronext

Securities Oslo, the central securities depositary in Norway (Nw.

Verdipapirsentralen) ("VPS") on 8 May 2026 (the "Record Date"), 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 (such eligible shareholders collectively referred to herein as

the "Eligible Shareholders"). Eligible Shareholders who were not allocated

shares in the Private Placement ("Preferred Eligible Shareholders") will be

granted non-tradeable subscription rights (the "Subscription Rights") that,

subject to applicable law, give a right to subscribe for and be allocated Offer

Shares in the Subsequent Offering at the Subscription Price. The Preferred

Eligible Shareholders will be granted 0.099 Subscription Rights for each

existing share registered as held by such Preferred Eligible Shareholder as of

the Record Date, rounded down to the nearest whole Subscription Right. The

Subscription Rights will be registered on each Preferred Eligible Shareholder's

VPS account. Eligible Shareholders who were allocated shares in the Private

Placement ("Secondary Eligible Shareholders") will not be granted any

Subscription Rights but are permitted to subscribe for Offer Shares without

Subscription Rights. Oversubscription will be permitted. Subscription without

Subscription Rights will not be permitted for any person other than the

Secondary Eligible Shareholders.

Launch of the Subsequent Offering is conditional upon the approval by the

Norwegian Financial Supervisory Authority (the "NFSA") of a prospectus prepared

for the offering of the Offer Shares in the Subsequent Offering and the listing

of the Offer Shares on the Oslo Stock Exchange (the "Prospectus"). It is

expected that the Prospectus will be approved by the NFSA on or about 15 May

2026, and that the subscription period in the Subsequent Offering will commence

on or about 18 May 2026 at 09:00 hours (CEST) and expire on 29 May 2026 at 16:30

hours (CEST). A separate announcement will be made when the Prospectus have been

approved by the NFSA.

Allocation of the Offer Shares is expected to take place on or about 1 June

2026, and subject to timely payment of all Offer Shares subscribed for and

allocated in the Subsequent Offering, the issuance and delivery of the Offer

Shares is expected to occur on or about 8 June 2026. Further information

regarding the Subsequent Offering will be set out in the Prospectus.

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 Subsequent Offering

(together, the "Managers"). Advokatfirmaet Thommessen AS is acting as legal

counsel to the Company in connection with the Subsequent Offering.

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

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 global metals and materials company established in 1904. The company

holds leading positions in silicon, ferrosilicon, foundry alloys and carbon

solutions, supplying materials essential to modern society - from critical

infrastructure and manufacturing to digitalisation, mobility and energy

solutions. Elkem produces its materials by combining natural raw materials,

renewable energy and advanced process technology, creating solutions that enable

a more sustainable future. The company employs around 3,000 people, operates in

more than 30 locations across Europe, Asia, the Americas and Africa, and is

headquartered in Oslo, Norway where it is listed on the Oslo Stock Exchange

(ELK). Driven by innovation. Powered by nature. Shaping the future.

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 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

Subsequent Offering 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 operates, 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 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.