Hexagon Composites — Major Shareholding Notification 2016

Nov 10, 2016

Potential secondary placement of shares in Hexagon Composites ASA

Potential secondary placement of shares in Hexagon Composites ASA

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES, CANADA OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR

RELEASE WOULD BE UNLAWFUL

Potential secondary placement of shares in Hexagon

Composites ASA

Flakk Investment AS ("Flakk Investment"), represented

by Knut Trygve Flakk, Chairman of the Board of

Directors of Hexagon Composites ASA (the "Company"

or "Hexagon Composites", OSE-ticker "HEX") and Skjalg

Sylte Stavheim, Managing Director of Hexagon Ragasco,

have retained DNB Markets to explore the opportunity

to sell up to 5.50 million shares in Hexagon

Composites, representing up to 3.30% of the share

capital and voting rights of Hexagon Composites.

Of the up to 5.50 million shares for sale, Flakk

Investment is contemplating a sale of up to 5.38

million shares, representing 3.23% of the share

capital and voting rights of Hexagon Composites,

whereas Skjalg Sylte Stavheim is contemplating a sale

of up to 0.12 million shares, representing 0.07% of

the share capital and voting rights of Hexagon

Composites.

The final placement size and price per share will be

determined through an accelerated bookbuilding process

to Norwegian and international investors. The minimum

order and allocation has been set to the number of

shares that equals an aggregate purchase price of the

NOK equivalent of EUR 100,000. Flakk Investment and

Skjalg Sylte Stavheim reserve the right, at their own

discretion, to increase or reduce the number of offer

shares or to sell no shares at all, depending on the

price and the demand for shares in the bookbuilding.

The bookbuilding period commences today, 10 November

2016, at 16:30 CET and may close at any time.

Flakk Investment, represented by Knut Trygve Flakk,

currently holds 34,282,667 shares, corresponding to

20.57% of the total number of shares and votes, in

Hexagon Composites. Flakk Investment, closely related

persons and affiliated companies together hold

36,095,717 shares, corresponding to 21.66% of the

shares and votes in the Company. Skjalg Sylte Stavheim

currently holds 144,715 shares, corresponding to 0.09%

of the total number of shares and votes, in Hexagon

Composites.

The reason for the contemplated sale of shares by

Flakk Investment is to release capital for other

investments within the Flakk Group and to repay debt.

Flakk Investment has been, and remains, a long-term

shareholder in Hexagon Composites. Subject to

completion of the placement and certain customary

exemptions, Flakk Investment, Knut Trygve Flakk,

Skjalg Sylte Stavheim and companies controlled by any

of these have undertaken not to dispose of any

additional shares in the Company within 180 days

following completion of the placement without the

prior written consent of DNB Markets.

DNB Markets is acting as Bookrunner in connection with

the placement.

IMPORTANT NOTICE

This document and the information contained herein is

not for release, publication or distribution in whole

or in part in or into the United States. These

materials do not contain or constitute an offer for

sale or the solicitation of an offer to purchase

securities in the United States. The securities

referred to herein have not been and will not be

registered under the U.S. Securities Act of 1933, as

amended, (the "Securities Act") and may not be offered

or sold in the United States absent registration under

the Securities Act or pursuant to an available

exemption from, or a transaction not subject to, the

registration requirements of the Securities Act.

This document is only addressed to and directed at

persons in member states of the European Economic Area

who are qualified investors within the meaning of

Article 2(1)(e) of the Prospectus Directive (Directive

2003/71/EC) ("Qualified Investors") or to and at other

persons to whom the offering can otherwise be made

pursuant to available exemptions under the Prospectus

Directive. In addition, in the United Kingdom, this

document is being distributed only to, and is directed

only at, Qualified Investors who are persons who have

professional experience in matters relating to

investments falling within Article 19(5) of the

Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or who

are high net worth entities falling within Article 49

(2)(a) to (d) of the Order, and other persons to whom

it may otherwise lawfully be communicated (all such

persons together being referred to as "relevant

persons"). Any investment activity to which this

document relates is available only to relevant persons

in the United Kingdom, and will only be engaged with

such persons. In any member state of the European

Economic Area other than the United Kingdom, the

offering will be made pursuant to available exemptions

under the Prospectus Directive. The offering is

subject to a lower limit per order of EUR 100,000.

DNB Markets is acting for Flakk Investment AS ("Flakk

Investment") and Skjalg Sylte Stavheim in connection

with the offering and no one else, and will not be

responsible to anyone other than Flakk Investment and

Skjalg Sylte Stavheim for providing the protections

offered to clients of DNB Markets nor for providing

advice in relation to the offering.