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Hexagon Composites

Investor Presentation Mar 1, 2023

3619_iss_2023-03-01_f9b8b4f7-85bc-4c6e-9550-c6bd7a2bba6b.pdf

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HEXAGON PURUS Contemplated Hinancing Transaction

CH-20223

NOTFOR REERS PAULACION OR DECEMBRICAN OR NOT MISTAND CANDA THE HONG KONS PECIAL DAMISTANTI ERSONIO PHEREORES REPORCODE CHINAS COUNCIPANIA SOUTH ARCA. NEW ZEALAND, JAPAN OR THE UNITED STATES OF ANY OTHER. URSDICTION IN VIHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFU.

The pesentator (1) is probled by Heagon Purce" on the "Company" of the "Company" of this Presentation of this Presentation of year of this Presentation of year of this Presen this disclaimer, any recipient agrees to be bound by the following limitations and provisions:

The Pesention is nation of the end internation regercling the Company on the business. This Presentation registered in registered in registered in registered in registered in andrance, required marked and MTF, is not a offerin document and does not promote to be combie. In a Compress o anceres origins cr ristatements contained on elession the Company and spent of the Company non its part of subscript on poscors affiliates, offices of includes are and resort of infiliates of whatsees and in included of the Pesention with the maturs described heal. In the avianced couple the Presentation is not intenction is not intenction is not intenction is not to the Company or make any other investment decision.

The Pesention has not been he party has promotion in the collection of the connection of the conpary of the process of the purpose of the Presentation. Stould the correctes a compleress of the Presentation be decised in participant conduction of condition of the Corpory and health in the Presention and and in the Presention and acables to see their own professional advice on legal, commercial, taxation and any other matters considered relevant by the recipient.

The Presention near of the learn of the or in part to any the person I toes role , including of the sale or puchse of any securities of any securited on one of any securited Presentation shall not be aker as any form of company to proceed with any ransaction or invite any participation one in any transaction concerning he Company

The Pesent on is not in distinction or release, discussion in wice successful be onlarial. None has also national would perm distribution or nease of the Pesentation would pe any jurishtin, and contined may not be distributed nam jurisition exceptuner cricumsions on applicable any applicable lew and equations. The Presental on or constitute and the one of an offer operines and the seuities selection new in and the end meet have be 1.5 Securites Add' and may ncted or solvithin the United States abon togicalle sempton from on no rensation notuble the Securites At. The Presentation in of organist in the Freenced istories and for en into the United States of America, but directed only at personably believed to be a "qualfied institutional buyer", as defined in the Securites Act

The Company west effer in accorder in accorder with the aconting principles applied by the Corpory (RSS), including EMDA, as supplemental innocol measures in is peactation. These no HD Stream and the land thing thing the Concerner of the market on the cars seem understand on the Company in neaction of the Conservation of the Contract in pact of coprate despiration in the Presentation of the producines, financial promance and of the Company and on the industry in with industry in with industry in witch including stitlerents oncern do reuls and other statements that in the volds "callers", precis", "pedit", "mends", "mends", "ment", "most", "pho", "verinate"," "inch"," "vier"," "prose " anticipates", "to corporation" ne for and color steentation in coline sourgions confinence in the Company of the Company of the Company of the Company of the Company of Con which ae which and the facts that nay cause at any course on the manalismed development. Now of the Conpary no any of is presor to subscill resor a resoluciary on an pero re affiliaes of new on operation of a sourprior succession of the mail color station and real of them courary of the mail of the couracy of he control of the connection of the c the Presention of the counters of the final be fractors on call be differ gritantly for any antigated believe on many research in including anon ches, concirent not not condicares and industrial and mail be najor makes for the Comprise negations intest mass and sections in corner contract memor exchargences and other factors. The Company assumes no obling statements or to confirm these forward-looking statements to actual results.

The Peestion sopels a of 1 le reservation the Pesention in the base any implication in the dimpression of the Company ince such and of the Company in the Company with connect sevel libros could could, performance of he Company of the entrimer of the endinements the may personnalisments of increation in the may be exerce of increation in the main in the Presentation

The Presentation is subject on hand any dispute animis and on in exclusive justicion of Monegan cours with Colo District Court a secusive legal verous.

Summary of unaudited Q4/FY 2022 results and outlook for 2023

్రైవే
the control control control control control control control control control control controllation and consideration and consideration and consideration and the consideration

Continuing to consistently deliver on expectations; all-time high quarterly revenue of NOK 372m in Q4 2022, up 44% YOY with strength across most application areas

FY 2022 revenue of NOK 964 million (+90% YoY) was 7% higher than guidance, driven by infrastructure, heavy-duty vehicle and transit bus applications

Q4 2022 EBITDA loss of NOK 110 million and FY 2022 EBITDA loss of 406 million in line with guidance

({} } Ended the year with NOK 380 million of cash; positive cash from operations in Q4 2022

Strong backlog and order trends drive 2023 revenue growth expectation of at least 50%; EBITDA margin expected to improve substantially but negative EBITDA expected to widen by approximately 10% driven by continued organizational ramp-up

Transfer to the main list of the Oslo Stock Exchange targeted by end of March 2023

Revenue NOK 964m (NOK 372m)

FY 2022 (Q4 2022) FINANCIAL HIGHLIGHTS

EBITDA NOK -406m (NOK -110m)

Cash balance NOK 380m

් Note: all Q4 and Fl 2022 ligures are unavdied to the Heragon Composites 'Q4 2022 eport (dated 16 Feb 2022). Cash balance forn Hexgon Purus' G4 2022 trading update (dated 6 Feb 2023)

Strong growth trends coupled with consistent outperformance vs guidance

Sources: Hexagon Composites (16 Feb 2023 NewsWeb), Hexagon Purus (6 Feb 2023 NewsWeb) ব Note: all Q4 and FY 2022 figures are unaudited 1) The initial guidance for YoY revenue growth in 2021 was 50%

Strong momentum on several fronts, revenue ambition of NOK 4-5bn in 2025

Sources: Hexagon Composites (16 Feb 2023 NewsWeb), Hexagon Purus (6 Feb 2023 NewsWeb), Hexagon Purus (10 May 2022 NewsWeb)

5 Note: all Q4 and FY 2022 figures are unaudited

2) 2025 revenue target from Hexagon Purus' Capital Markets Day (10 May 2022)

1) Includes minimum order value agreed in framework agreement announced on 14 Oct 2022

Overview of the contemplated transaction and strategic partnership with Mitsui'

WHAT THE TRANSACTION AND MITSUI STRATEGIC PARTNERSHIP ENABLES2

INDUSTRIAL
Synergies
Expanding Purus' global reach and increasing speed to market by leveraging Mitsui's extensive global
network
· Capitalizing on Mitsui's significant in-depth knowledge and active role in the hydrogen space, including
deep ties with important customers and suppliers for Purus
1 Deeper strategic alliance including an MoU9, laying out Mitsui's intent to participate as an anchor investor in
LONG-TERM future capital raises - total monetary scope of the non-binding MoU is up to NOK 2,000m
ANCHOR Future investments from Mitsui will be subject to, amongst other, Purus' fulfilment of commercial and
INVESTOR operational milestones agreed between the parties in good faith
BROADENING Further diversifying and strengthening Hexagon Purus' institutional shareholder register, and increasing the
INSTITUTIONAL company's free float and liquidity
INVESTOR BASE Contemplated convertible bond financing diversifies the company's funding sources at attractive terms
· Transaction is foreseen to enable a transfer to the Oslo Stock Exchange, with estimated
UP-LISTING completion in the end of March 2023

High level summary of the CONTEMPLATED TRANSACTION

  • The contemplated transaction announced 1 March 2023 is a combination of convertible bonds and a private placement of shares, conducted in the form of accelerated bookbuildings
  • · The transaction size is expected in the range of NOK 700-800 million for the convertible bond (with a NOK 500m subscription from Mitsui) and NOK 350-450 million for the private placement of shares
  • · The convertible bonds will be senior unsecured with a 5-year tenor, 6.0% fixed semi-annually interest payable in-kind, and a conversion premium of 25%4
  • Bookbuilding process for the convertible bond and the private placement commences 1 March 2023

Mitsui on track to develop a strong hydrogen platform across the value chain, with Hexagon Purus at its core

ABOUT MITSUI & CO., LTD.

NETWORK OF

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RESPECTIVE
MITSUI & CO.
NETWORK AND
HEADQUARTERS
D
PRODUCTION DISTRIBUTION > DISPENSING >> MOBILITY
A) FE FUEL
B Lhyfe V V
9 O Hydrogen V
D Caetano
ENABLER ENABLER ENABLER ENABLER

MITSUI'S HYDR

What makes Hexagon Purus a unique enabler of the net zero transition

Our products are CRITICAL FOR THE NET ZERO TRANSITION OF MOBILITY TO WORK

OUR MATERIAL TECHNOLOGY KNOW-HOW IS SECOND TO NONE, AND COUPLED WITH OUR PRODUCTION KNOWHOW, ALLOWS US AN UNPARALLELED COST POSITION

2

OUR DECADES LONG EXPERIENCE AS A TIER 1 SUPPLIER TO OUR OEM CUSTOMERS MAKES US THE "GO TO PARTNER" (HYDROGEN OR BATTERY)

3

@AirLiquide DAIMLER C Everfuel® MINC 1 NIKOLA

STADLER & TOYOTA

SOLARIS

OUR GLOBAL MANUFACTURING SET-UP HAS BEEN QUALIFIED BY THE MOST DEMANDING CUSTOMERS AND WE ARE EXPANDING CAPACITY

4

STRONG REGULATORY MOMENTUM AND POSITIVE COMMERCIAL TRACTION

5

Solid execution track RECORD, ROBUST CUSTOMER PORTFOLIO AND STRONG ORDER BOOK FOR 2023 POINT TO CONTINUED GROWTH

APPENDIX

Capacity expansion program is on track

Early mover with unique market position validated by major customer wins and recurring business

SELECTION OF MILESTONE COMMERCIAL AGREEMENTS TO BE EXECUTED IN THE COMING YEARS

RECENT CUSTOMER WINS

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