Hexagon Composites — Capital/Financing Update 2026

May 7, 2026

Hexagon Composites ASA: Private placement successfully placed

Hexagon Composites ASA: Private placement successfully placed

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE

UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER

OF ANY OF THE SECURITIES DESCRIBED HEREIN.

7 May 2026 - Oslo, Norway: Reference is made to the stock exchange release from

Hexagon Composites ASA ("Hexagon" or the "Company") published on 7 May 2026

regarding a contemplated private placement. The Company announces today that it

has raised NOK 550 million in gross proceeds through a private placement (the

"Private Placement") of 68,750,000 new shares (the "Offer Shares"), at a price

of NOK 8.0 per Offer Share (the "Offer Price"). The Private Placement took place

through an accelerated bookbuilding process managed by the joint bookrunners

after close of markets on 7 May 2026.

The net proceeds of the Private Placement will be used for (i) proactively

strengthening the balance sheet - including partial repayment of the term loan

and settlement of the existing cross currency swap, and (ii) general corporate

purposes. Subject to completion, the combined effect of the amended bank

agreement announced earlier today and the Private Placement is expected to

improve the Company's financial flexibility, restore covenant headroom and

enhance its capacity to support working capital requirements and operational

execution. Together with implemented cost reductions and organizational

resizing, these measures position the Company to capture profitable growth

during market recovery.

The Private Placement

The following members of the Executive Management have been allocated a total of

450,000 Offer Shares:

· Philipp Schramm (CEO): 250,000 Offer Shares

· Eirik Løhre (CFO): 93,750 Offer Shares

· Eric Bippus (CCO): 62,500 Offer Shares

· Brad Garner (CTO): 31,250 Offer Shares

· Ashley Remillard (General Counsel): 12,500 Offer Shares

The following members of the Board of Directors have been allocated a total of

162,500 Offer Shares

· Harald Arnet: 125,000 Offer Shares

· Mimi Berdal: 37,500 Offer Shares

Settlement

Conditional allocation of the Offer Shares the Private Placement has been

resolved by the Company's board of directors (the "Board"). Completion and

delivery of Offer Shares to investors is subject to (i) all necessary corporate

resolutions required to implement the Private Placement being validly made by

the Company, including without limitation, the Company's annual general meeting

(the "AGM") resolving to issue the Offer Shares, (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 the Norwegian Register of

Business Enterprises ("NRBE"). The Private Placement is expected to be settled

on a delivery-vs-payment basis (DVP) after the AGM which is expected to be held

on or about 4 June 2026, subject to a pre-funding agreement to be entered into

between the Company and the Managers. The new shares allocated in the Private

Placement are expected to be tradeable on T+1 upon the latter of the

registration of the share capital increase in the NRBE and the approval of a

listing prospectus, which is expected on or around 5 June 2026. Settlement is

expected to take place on or around 8 June 2026. Listing of the Offer Shares is

conditional on the approval of the listing prospectus. Notices of conditional

allocation of Offer Shares are expected to be distributed to the applicants

being allocated Offer Shares in the Private Placement on 8 May 2026. Following

registration of the new share capital pertaining to the Private Placement, the

Company will have 320,834,496 shares outstanding, each with a par value of NOK

0.10.

The Chairman of the Board, Knut Flakk, has committed to vote in favour of the

Private Placement for his associated companies Flakk Composites AS and KTF

Finans AS (together controlling approx. 20m shares or 8% of the Company) at the

AGM, and has entered a 180 days lock-up agreement in connection with the Private

Placement.

Completion of the Private Placement implies a deviation from the pre-emptive

rights of the existing shareholders of the Company under the Norwegian Public

Limited Companies Act. When resolving the issuance of the Offer Shares in the

Private Placement, the Board considered this deviation and also the equal

treatment obligations under the Norwegian Public Limited Companies Act and

Norwegian Securities Trading Act. The Board is of the opinion that there are

sufficient grounds to deviate from the pre-emptive rights and that the Private

Placement is in compliance with the equal treatment requirements. By structuring

the transaction as a private placement, the Company was able to raise capital in

an efficient manner, with a lower discount to the current trading price and with

significantly lower completion risks compared to a rights issue, and to

strengthen the Company's shareholder base. The Board has, subject to completion

of the Private Placement and certain other conditions, resolved to propose to

the AGM that it grants the Board an authorization to carry out a subsequent

offering of up to 15,625,000 new shares towards the Company's shareholders as of

7 May 2026 (as registered with the VPS two trading days thereafter) who (i) were

not included in the pre-sounding phase of the Private Placement, (ii) were not

allocated Offer Shares in the Private Placement and (iii) 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 "Subsequent Offering"). The subscription price in the Subsequent Offering

will be equal to the subscription price in the Private Placement. The Subsequent

Offering is subject to (i) a prospectus being approved and published, (ii) the

prevailing market price of the Company's shares following the Private Placement

and (iii) the AGM resolving to authorize the Board to issue new shares for such

purpose. The Board may decide that the Subsequent Offering will not be carried

out in the event that the Company's shares trade below the subscription price in

the Subsequent Offering at adequate volumes. The subscription period for the

Subsequent Offering, if any, is expected to commence during June 2026 following

the approval and publication of a prospectus.

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

Enskilda Banken AB (publ) act as joint bookrunners in the Private Placement.

Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

Advokatfirmaet Schjødt AS is acting as the Company's legal advisor.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act. This information was issued as inside

information pursuant to the EU Market Abuse Regulation, and was published by

Ingrid Aarsnes, VP ESG & Corporate Compliance, Hexagon Composites ASA, on the

date and time provided.

For more information

Eirik Løhre, CFO, Hexagon Composites

Telephone: +47 909 95 820 | eirik.lohre@hexagongroup.com

About Hexagon Composites

Hexagon delivers safe and innovative solutions for a cleaner energy future. Our

solutions enable storage, transportation and conversion to clean energy in a

wide range of mobility and industrial applications. Learn more at

hexagongroup.com and follow @HexagonASA on LinkedIn.

Important Notices

This announcement is not for publication or distribution in, directly or

indirectly, Australia, Canada, Japan, Hong Kong, South Africa or the United

States or any other jurisdiction in which such release, publication or

distribution would be unlawful, and it does not constitute an offer or

invitation to subscribe for or purchase any securities in such countries or in

any other jurisdiction where to do so might constitute a violation of the local

securities laws or regulations of such jurisdiction.

This announcement does not constitute an offer of securities for sale, or a

solicitation of an offer to purchase or subscribe for, any securities of the

Company in the United States. 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 securities of the Company may not be offered or

sold in the United States absent registration with the United States Securities

and Exchange Commission or an exemption from registration under the U.S.

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

with applicable U.S. state securities laws. The securities of the Company have

not been, and will not be, registered under the U.S. Securities Act. Any sale in

the United States of the securities mentioned in this communication will be made

solely to "qualified institutional buyers" as defined in Rule 144A under the

U.S. Securities Act. No public offering of the securities will be made in the

United States.

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

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation (EU) 2017/1129 (together with any applicable

implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are "qualified investors" as defined in paragraph 15

of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024,

and who 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 for 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.

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 "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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. The information, opinions and forward-looking

statements contained in this announcement speak only as at its date and are

subject to change without notice.

This announcement is made by, and is the responsibility of, the Company. The

Managers are acting exclusively for the Company and no one else and will not be

responsible to anyone other than the Company for providing the protections

afforded to their respective 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 affiliates makes any representation as to the accuracy

or completeness of this announcement and none of them accepts any 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. Neither the

Managers nor any of their affiliates accepts any liability arising from the use

of this announcement.

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.