Hexagon Composites — Capital/Financing Update 2015

Mar 27, 2015

NORDIC TRUSTEE

Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA

To the bondholders in:

ISIN NO 0010683717 FRN Hexagon Composites ASA Senior Unsecured Bond Issue 2013/2018

Oslo, 27 March 2015

Summons to Bondholders' Meeting - Request for Early Redemption

Nordic Trustee ASA (formerly known as Norsk Tillitsmann ASA) is appointed as bond trustee (the "Bond Trustee") for the holders of bonds (together, the "Bondholders") in the above bond issue (the "Bonds", the "Bond Issue" or "HEX02").

Capitalized terms used (but not defined) herein shall have the meaning assigned to them in the bond agreement for the Bond Issue (the "Bond Agreement") between Hexagon Composites ASA (the "Issuer" or "Hexagon") and the Bond Trustee dated 27 June 2013.

The information in this summons regarding the Issuer and the described transactions is provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such information.

$\mathbf{1}$ . BACKGROUND

$1.1$ Introduction

Hexagon (the "Company") is the global market leader in high-pressure composite cylinders for compressed natural gas (CNG), compressed hydrogen gas (CHG) and composite cylinders for propane (LPG).

The main reason for proposing such amendments to the bond agreement is that the long term financing requirements of Hexagon are likely to result in a need for increased flexibility in its financial indebtedness going forward. Due to the low activity level for new issues in the Norwegian high yield market, Hexagon is evaluating other sources of capital, including increased bank financing which implies refinancing of the bond issue HEX02.

As of year end 2014, the Company had NOK 202 million in cash in addition to undrawn borrowing capacity under its existing credit facility.

$1.2$ Further information

For further information about the Issuer, including the announcements made in connection with the Proposal (as defined below), please see www. Hexagon.no.

The Issuer has engaged Skandinaviska Enskilda Banken AB (publ), as its financial advisor (the "Advisor") with respect to the Proposal (as defined below). Accordingly, Bondholders may contact the Advisor for further information:

Einar Wold, tel: +47 22 82 66 96, cell: +47 971 58 933, email: einar.wold@seb.no

Kenneth Edvardsen: +47 22 82 72 56, cell: +47 91 82 33 05, email: kenneth.edvardsen@seb.no or Fredrik Hagen, tel + 47 22 00 85 24, cell: +47 982 28 524, email: fredrik.hagen@seb.no

The Advisor acts solely for the Issuer and no-one else in connection herewith. No due diligence investigations have been carried out by the Advisor with respect to the Issuer, and the Advisor expressly disclaims any and all liability whatsoever in connection with the Proposal (including but not limited to the information contained herein).

$\overline{2}$ . THE PROPOSAL

The Issuer proposes that the Bond Agreement is amended by;

• in Clause 1.1 amending the definition of "Maturity Date" to 24 April 2015; and $(i)$
• (ii) in Clause 10.1 amend the wording to read as follows:

"The Bonds shall mature in full on the Maturity Date, and shall be repaid by the Issuer at 107.0 % of the Face Value plus any accrued interest.";

(the "Proposal").

3. EVALUATION OF THE PROPOSAL

In the Issuer's opinion, the Proposal represents an attractive and a fair compensation to the Bondholders. The repayment amount implies a price premium compared to trading levels of the Bonds in the secondary market. The proposed redemption price of 107.0 implies a

• (i) spread (discount margin) to maturity of approx. 271 bps and a
• (ii) spread (discount margin) to first call of approx. 313 bps with Settlement Date at 24 April 2015.

4. NON-RELIANCE

The Proposal is put forward to the Bondholders without further evaluation or recommendations from the Bond Trustee. Nothing herein shall constitute a recommendation to the Bondholders by the Bond Trustee. The Bondholders must independently evaluate whether the Proposal is acceptable and vote accordingly.

5. SUMMONS FOR BONDHOLDERS' MEETING

Bondholders are hereby summoned to a Bondholders' Meeting:

Time: 17 April 2015 at 13:00 hours (Oslo time)

Place: The premises of Nordic Trustee, Haakon VIIs gt 1, 0161 Oslo - 6^th floor

Agenda:

• 1. Approval of the summons.
• 1. Approval of the agenda.
• 1. Election of two persons to co-sign the minutes together with the chairman.
• 1. Request for adoption of the Proposal:

$\overline{2}$

It is proposed that the Bondholders' Meeting resolve the following:

"The Bondholders' Meeting approves the Proposal as described in section 2 of the summons for the Bondholders' Meeting.

The Bond Trustee is hereby authorised to complete the negotiation of form, terms, conditions and timing in relation to the Proposal. Further, the Bond Trustee is given power of attorney to enter into the necessary agreements in connection with documenting the decisions made by the Bondholders' Meetings as well as to carry out the necessary completion work, including making appropriate amendments to the Bond Agreement and enter into an addendum agreement to the Bond Agreement."

To approve the above resolution, Bondholders representing more than 2/3 of the Bonds represented in person or by proxy at the Bondholders' Meeting must vote in favour of the resolution. In order to have a quorum, at least 1/2 of the voting Bonds must be represented at the meeting.

Please find attached a Bondholder's Form from the Securities Depository (VPS), indicating your bondholding at the printing date. The Bondholder's Form will serve as proof of ownership of the Bonds and of the voting rights at the Bondholders' Meeting. (If the bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the owner of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in VPS on which the bonds are registered.)

The individual Bondholder may authorise the Bond Trustee to vote on its behalf, in which case the Bondholder's Form also serves as a proxy. A duly signed Bondholder's Form, authorising the Bond Trustee to vote, must then be returned to the Bond Trustee in due time before the meeting is scheduled (by scanned e-mail, telefax or post to mail@nordictrustee.com, $+47$ 22 87 94 10, or Nordic Trustee ASA, PO Box 1470 Vika, 0116 Oslo, Norway).

In the event that Bonds have been transferred to a new owner after the Bondholder's Form was made, the new Bondholder must bring to the Bondholders' Meeting or enclose with the proxy, as the case may be, evidence which the Bond Trustee accepts as sufficient proof of the ownership of the Bonds.

For practical purposes, we request those who intend to attend the Bondholders' Meeting, either in person or by proxy other than to the Bond Trustee, to notify the Bond Trustee by telephone or by e-mail within 16:00 hours (4 pm) (Oslo time) the Banking Day before the meeting takes place.

Yours sincerely Nordic Trustee ASA

Lars Erik Lærum

Enclosed:

Bondholder's Form