Hexagon Composites — Share Issue/Capital Change 2019

Feb 27, 2019

Hexagon Composites ASA: Private placement successfully completed

Hexagon Composites ASA: Private placement successfully completed

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER

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.

Reference is made to the stock exchange release from Hexagon Composites ASA

("Hexagon" or the "Company") published on 27 February 2019 regarding a

contemplated private placement.

The Company announces that it has raised approximately NOK 493 million in gross

proceeds through a private placement (the "Private Placement") of 16,662,780 new

shares (the "New Shares"), at a price per share of NOK 29.60. The Private

Placement took place through an accelerated bookbuilding process managed by DNB

Markets, a part of DNB Bank ASA, acting as Global Coordinator and Joint

Bookrunner and Carnegie AS as Joint Bookrunner (the "Managers") after close of

markets on 27 February 2019.

The net proceeds of the Private Placement will be used for continued investment

in growth opportunities across all of Hexagon's business areas, hereunder

hydrogen opportunities and new market development.

The Board is of the opinion that the Private Placement complies with the equal

treatment obligations under the Norwegian Securities Trading Act and Oslo Børs'

Circular no. 2/2014, in particular due to the fact that (i) in the current

market, a private placement had a larger possibility of success compared to a

rights issue and, therefore, gives the Company timely access to the new capital

at low risk; and (ii) the cost of raising capital is assumed to be lower than in

a rights issue since the discount is likely to be lower and subscription

guarantees are avoided. On this basis, and based on an assessment of the current

equity markets, the Company's Board of Directors has considered the Private

Placement to be in the common interest of the Company and its shareholders. As a

consequence of the Private Placement structure, the shareholders' preferential

rights were deviated from.

The Company's largest shareholder, Mitsui & Co Ltd., who is represented on the

Company's board of directors, has been allocated 4,167,000 shares in the Private

Placement. Flakk Composites AS, controlled by Mr. Knut Flakk, has been allocated

337,837 shares in the Private Placement. Mr. Knut Flakk is the Chairman of the

Company's Board of Directors.

The new shares allocated in the Private Placement will be settled through a

delivery versus payment transaction on a regular T+2 basis by delivery of

existing and unencumbered shares in the Company that are already listed on the

Oslo Stock Exchange pursuant to a share lending agreement between DNB Markets,

the Company and Flakk Composites AS. The shares delivered to the subscribers

will thus be tradable upon delivery. Following registration of the new share

capital pertaining to the Private Placement, the Company will have 183,290,648

shares outstanding, each with a par value of NOK 0.10.

For more information:

David Bandele, CFO, Hexagon Composites ASA

Telephone: +47 920 91 483 | david.bandele@hexagongroup.com

Hiva Ghiri, VP Investor Relations, Hexagon Composites ASA

Telephone: +47 958 66 790 | hiva.ghiri@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, industrial and consumer applications.

For more information, please visit www.hexagongroup.com

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.

Important information: The release is not for publication or distribution, in

whole or in part directly or indirectly, in or into Australia, Canada, Japan or

the United States (including its territories and possessions, any state of the

United States and the District of Columbia). This release is an announcement

issued pursuant to legal information obligations, and is subject of the

disclosure requirements pursuant to section 5-12 of the Norwegian Securities

Trading Act. It is issued for information purposes only, and does not constitute

or form part of any offer or solicitation to purchase or subscribe for

securities, in the United States or in any other jurisdiction. The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act. The

Company does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan or the United

States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assumes any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

The Managers are acting for the Company and no one else in connection with the

Private Placement and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement and/or any other matter referred to

in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements. By their nature, forward-looking

statements involve risk and uncertainty because they reflect the Company's

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.