Hexagon Composites — Investor Presentation 2021

Sep 30, 2021

ACQUISITION OF WYSTRACH GMBH

ADDING INDUSTRY LEADING HYDROGEN SYSTEMS CAPACITY TO OUR PLATFORM

30 SEPTEMBER 2021

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Hexagon Purus acquires long-standing business partner Wystrach GmbH Joining forces to accelerate the transition to hydrogen

ACQUISITION OF WYSTRACH GMBH

• Hexagon Purus has signed an agreement to acquire 100% of the shares in Wystrach GmbH for a total consideration of up to EUR 43.3m, depending on future business performance
• Wystrach GmbH is a privately held company controlled by Jochen Wystrach and Wolfgang Wolter

DEAL STRUCTURE & FINANCING

• The transaction will be financed with 35% cash at closing and 35% consideration shares in Hexagon Purus ASA. The remaining 30% is a combination of a deferred cash payment and earn-out depending on future business performance
• Hexagon Purus has the capacity to finance the cash consideration of the transaction with its existing cash balance

TIMING

• Closing of the transaction is expected in Q4 2021, following fulfilment of closing conditions and customary regulatory approvals

The acquisition of Wystrach carries strong industrial logic

Adds best-in-class hydrogen systems design & assembly capacity and capabilities as well as organizational resources

Expands product portfolio and increases exposure to hydrogen infrastructure through distribution modules, mobile refueling and stationary storage solutions

Further vertically integrates Hexagon Purus in the hydrogen systems value chain

ORGANICALLY BUILDING UP THE SAME CAPACITY AND CAPABILITIES WOULD TAKE SEVERAL YEARS; WYSTRACH SIGNIFICANTLY ACCELERATES HEXAGON PURUS' BUSINESS PLAN

Wystrach is the industry-leading hydrogen systems solutions provider

…YEARS OF EXPERIENCE WITH HIGH PRESSURE GAS STORAGE SOLUTIONS

• Founded in 1988 in Weeze, Germany. Modern facilities with land readily available for further capacity expansion. Long-term partner to Hexagon Purus
• Significantly increases Hexagon Purus' hydrogen systems design and assembly capacity, relevant for a range of end-use applications within Hexagon Purus' addressable markets

…OF REVENUES IN 2020. STRONG GROWTH EXPECTED IN 2021

• >45% revenue growth expected YoY in 2021 driven by increased hydrogen activity (~3x increase YoY)
• Solid underlying profitability with EBITDA margins in the range of 8-9% in 2018-2020

Note: revenues in chart above refers to sales under German HGB accounting standard and does not take into account changes in inventory, other own work capitalized or other operating income.

^> 185…

…HIGHLY SKILLED EMPLOYEES

• The acquisition of Wystrach doubles Hexagon Purus' headcount, adding important bandwidth and capabilities to the Hexagon Purus organization
• Weeze is situated in a strategically important region in Europe, with close proximity to key European customers

1

7

Source: Alstom

Case study

Wystrach supplies hydrogen cylinder systems to Alstom's hydrogen train

Alstom's Coradia iLint is the world's first passenger train powered by hydrogen and has been in commercial service in Germany since 2018

Wystrach has an LOI with Alstom to deliver hydrogen cylinder systems for up to 100 train sets in the next few years

41 train sets have been ordered in Germany and further successful trials have taken place in Sweden, France, Austria, and the Netherlands

Case study

3

Deutsche Bahn has chosen Wystrach to deliver a hydrogen refueling station

Germany's state-owned rail company, Deutsche Bahn, is looking to decarbonize Germany's local rail network by using hydrogen-powered trains

Deutsche Bahn has started developing a hydrogenpowered train, scheduled to be trialed in 2024

Wystrach has been awarded the order for a plug-and-play hydrogen refueling station, featuring a 500 bar storage unit

The acquisition of Wystrach expands Hexagon Purus' control of the value chain

Wystrach's deep knowhow and experience in design, production and assembly of system structures and highpressure piping significantly increases Hexagon Purus' control of the hydrogen systems value chain

For most hydrogen systems solutions, Hexagon Purus will be able to control ~90%1 of the total system using inhouse production processes and competence, enabling best-in-class total cost of ownership

3

Hexagon Purus' leadership position is further solidified by the acquisition of Wystrach

10

Hydrogen systems relevant to >70% of Hexagon Purus' addressable market

Hexagon Purus' addressable hydrogen cylinder and cylinder systems revenue pool | USDbn1

Source: Hexagon Purus, third-party consultant. 1 Assuming all end-users use compressed gas hydrogen cylinders in all mobility segments; 2 11 Includes mobility applications for marine, rail, drones, aviation, farming equipment, construction and mining equipment and HRS on-site storage;

Wystrach further increases Hexagon Purus' exposure to hydrogen distribution systems

Hexagon Purus, revenue split (excl. Wystrach) | NOKm

Hydrogen distribution has been a key revenue growth driver for Hexagon Purus in 2021

Wystrach's industry-leading hydrogen systems assembly capacity and capabilities significantly improve Hexagon Purus' revenue capacity in the hydrogen distribution segment

Continued momentum for Hexagon Purus' zero emission mobility solutions underpinned by several key announcements in 2021

The acquisition of Wystrach supports and accelerates our growth plans

Combines best-inclass systems capabilities with leading cylinder expertise

Expands our product portfolio

Adds significant capacity needed to meet industry demand

APPENDIX

Transaction details

Transaction	• On 30 September 2021, Hexagon Purus signed an agreement to acquire 100% of the shares in Wystrach GmbH ("Wystrach") from Jochen Wystrach and Wolfgang Wolter (the "selling shareholders")
Purchase price	• The transaction values Wystrach at an enterprise value of EUR 50.0m • The parties have agreed an equity purchase price of up to EUR 43.3m depending on future business performance
Settlement	• The transaction will be settled as per the following (as % of equity purchase price): – Cash at closing: EUR 14.6m (35%) – Consideration shares in Hexagon Purus ASA at closing: EUR 14.6m (35%) based on 3-months VWAP of NOK 33.4 per share – Deferred payment at 5% interest (p.a.): EUR 4.2m (10%) – Contingent earn-out: EUR 8.4m (20%) based on business performance in 2021-2023 with an additional amount of up to EUR 1.5m based on business performance in 2023
Lock-up	• The selling shareholders have entered into a lock-up agreement for the Hexagon Purus shares to be received as part of the consideration • Approximately 10% of the consideration shares will be released from lock-up after 12 months, another c. 10% will be released after 24 months and the remaining c. 80% will be released after 36 months
Closing	• The transaction is expected to close in Q4 2021, subject to fulfilment of certain closing conditions and customary regulatory approvals

Wystrach Historical financials

INCOME STATEMENT (€ 1 000)	2019	2020
Sales	28 022	24 119
Changes in inventory	516	638
Other own work capitalized	484	143
Other operating income	133	336
Cost of sales	-14 790	-13 082
Personnel expenses	-9 497	-7 675
Other operating expenses	-2 342	-2 428
Operating profit before depreciation (EBITDA)	2 524	2 052
Depreciation and amortization	-815	-714
Operating profit (EBIT)	1 709	1 338
Net interests	-195	-154
Profit/ loss before tax	1 514	1 184
Taxes on income	-452	-356
Earnings after tax	1 062	828
Other taxes	-29	-30
Net profit	1 033	798

BALANCE SHEET (€ 1 000)	30.12.2019	30.12.2020
ASSETS
Intangible assets	63	33
Land and land rights	9 404	9 159
Other tangible assets	2 217	1 895
Total fixed assets	11 684	11 087
Inventories	4 241	5 100
Receivables	3 515	3 821
Other assets	164	369
Cash	1 150	130
Total current assets	9 069	9 420
Prepaid expenses	91	142
Total assets	20 843	20 648

EQUITY AND LIABILITIES

Subscribed capital	260	260
Retained profits	9 453	9 887
Net income / net loss for the year	1 033	798
Total equity	10 747	10 945
Pension and tax accruals	452	586
Other accruals	544	509
Total accruals	996	1 095
Liabilities to banks	5 640	5 299
Trade payables	2 211	2 449
Other liabilities	1 250	860
Total liabilities	9 101	8 608
Total equity and liabilities	20 843	20 648