Hexagon Composites — Capital/Financing Update 2026

Jun 5, 2026

Hexagon Composites ASA: Approval of prospectus

Hexagon Composites ASA: Approval of prospectus

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.

5 June 2026: Reference is made to the stock exchange announcement made by

Hexagon Composites ASA (the "Company") on 7 May 2026 regarding the successful

private placement of 68,750,000 new shares in the Company (the "Private

Placement Shares") at a price of NOK 8.00 per share, raising gross proceeds of

NOK 550 million (the "Private Placement"), and a potential subsequent offering

(the "Subsequent Offering") of up to 15,625,000 new shares in the Company (the

"Offer Shares") at the same subscription price as in the Private Placement.

Reference is further made to the resolutions made by the annual general meeting

of the Company held on 4 June 2026 to, inter alia, (i) issue the Private

Placement Shares, and (ii) authorize the Board of Directors of the Company to

issue up to 15,625,000 Offer Shares in the Subsequent Offering.

Approval and publication of prospectus

The Norwegian Financial Supervisory Authority has today, 5 June 2026, approved a

prospectus prepared by the Company for the Subsequent Offering and the listing

of the Offer Shares and the Private Placement Shares on Euronext Oslo Børs (the

"Prospectus"). The Prospectus, including the subscription form for the

Subsequent Offering, will, subject to regulatory restrictions in certain

jurisdictions, be made available at www.dnb.no/emisjoner.

The Subsequent Offering

The Subsequent Offering consists of an offer of up to 15,625,000 Offer Shares at

a subscription price of NOK 8.00 per Offer Share (being the same subscription

price as in the Private Placement), thereby raising gross proceeds of up to NOK

125 million.

The Subsequent Offering will be directed towards shareholders in the Company as

of 7 May 2026 (as registered in the VPS on 11 May 2026), who (i) were not

included in the pre-sounding 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 prospectus filing, registration or similar action

("Eligible Shareholders").

Each Eligible Shareholder will receive 0.12 non-tradeable subscription right

(the "Subscription Rights") for each share held by such Eligible Shareholder in

the Company as of the Record Date, rounded down to the nearest whole right. Each

Subscription Right will, subject to applicable securities laws, give the

preferential right to subscribe for, and be allocated, one Offer Share in the

Subsequent Offering. Over-subscription will be permitted, but there can be no

assurance that Offer Shares will be allocated for such subscriptions.

Subscription without Subscription Rights will not be permitted.

The subscription period for the Subsequent Offering commences on 8 June 2026 at

09:00 (CEST) and, subject to any extension, expires on 19 June 2026 at 16:30

(CEST) (the "Subscription Period").

The Subscription Rights must be used to subscribe for Offer Shares before the

end of the Subscription Period. Subscription Rights which are not exercised

before the end of the Subscription Period will have no value and will lapse

without compensation to the holder.

Subscriptions for Offer Shares must be made by submitting a correctly completed

copy of the subscription form attached to the Prospectus to the Manager during

the Subscription Period. Subscribers who are residents of Norway with a

Norwegian personal identification number may also subscribe for Offer Shares

through the VPS online subscription system (or by following the link on

www.dnb.no/emisjoner, which will redirect the subscriber to the VPS online

subscription system). Complete information on the terms and conditions of the

Subsequent Offering, including subscription procedures, is set out in the

Prospectus. Subscriptions may only be made on the basis of the Prospectus.

Advisors

DNB Carnegie, a part of DNB Bank ASA, is acting as manager for the Subsequent

Offering (the "Manager"). Advokatfirmaet Schjødt AS is acting as legal counsel

to the Company.

For more information

Berit-Cathrin Høyvik, Senior Director, Communications, Hexagon Composites

Telephone: +47 988 92 161 | berit-cathrin.hoyvik@hexagongroup.com

Eirik Løhre, CFO, Hexagon Composites

Telephone: +1 704 777 5171 (US Eastern time zone) | eirik.lohre@hexagongroup.com

About Hexagon Composites ASA

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

www.hexagongroup.com and follow @HexagonASA on LinkedIn.

IMPORTANT INFORMATION

This announcement does not constitute or form a part of any offer of securities

for sale or a solicitation of an offer to purchase securities of the Company in

the United States or any other jurisdiction. The securities of the Company may

not be offered or sold in the United States absent registration or an exemption

from registration under the U.S. Securities Act of 1933, as amended (the "U.S.

Securities Act"). The securities of the Company 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 under the US Securities Act or an available

exemption from, or transaction not subject to, the registration requirements of

the US Securities Act. There will be no public offering of securities in the

United States. 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.

The Company has not authorized any offer to the public of securities in any

Member State of the European Economic Area nor elsewhere. With respect to any

Member State of the European Economic Area (each an "EEA Member State"), no

action has been undertaken or will be undertaken to make an offer to the public

of securities requiring publication of a prospectus in any EEA Member State. 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 the offer

without an approved prospectus in such EEA Member State. The expression "EU

Prospectus Regulation" means Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 (together with any applicable

implementing measures in any Member State).

In the United Kingdom, these materials are only being communicated to (a)

persons who have professional experience, knowledge and expertise in matters

relating to investments and qualifying as "investment professionals" for the

purposes of article 19(5) of the Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 (all such persons being referred to as

"relevant persons") and (b) 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. These materials are directed only at

relevant persons and must not be acted on or relied on by persons who are not

relevant persons.

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", "intend", "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

Manager is 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

Manager nor any of its affiliates make 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 not a prospectus. 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 Manager nor any of its

affiliates accepts any liability arising from the use of this announcement. Each

of the Company, the Manager and their respective affiliates expressly disclaims

any obligation or undertaking to update, review or revise any statement

contained in this announcement whether as a result of new information, future

developments or otherwise.

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.