Hexagon Composites

Share Issue/Capital Change • Aug 20, 2024

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 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.

20 August 2024 - Oslo, Norway: Reference is made to the stock exchange release

from Hexagon Composites ASA ("Hexagon" or the "Company") published on 20 August

2024 regarding a contemplated private placement. The Company announces today

that it has raised approximately NOK 300 million in gross proceeds through a

private placement (the "Private Placement") of 8 450 704 new shares (the "New

Shares"), at a price per share of NOK 35.50 per New Share. The Private Placement

took place through an accelerated bookbuilding process managed by DNB Markets, a

part of DNB Bank ASA as sole bookrunner (the "Manager") after close of markets

on 20 August 2024.

The net proceeds from the Private Placement will be used to (i) secure

flexibility to execute specific  near-term synergetic acquisition opportunities,

(ii) increase working capital to support the planned strong growth in Hexagon

Agility, (iii) maintain ability to support Hexagon Purus, (iv) keep long-term

net interest-bearing debt below 3x LTM EBITDA "steady state" as previously

communicated, and (v) for general corporate purposes.

Notification of allocation is expected to be sent to the applicants by the

Manager on 21 August 2024. Allocated shares are expected to be settled on or

around 23 August 2024 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 Euronext Oslo Børs facilitated through a share lending

agreement entered into between Flakk Composites AS, the Company and the Manager.

The share loan will be settled with new shares in the Company which will be

resolved issued by the Company's Board of Directors pursuant to an authorization

to increase the Company's share capital granted by the annual general meeting on

17 April 2024.

Following registration of the new share capital pertaining to the Private

Placement, the Company will have 210,070,416 shares outstanding, each with a par

value of NOK 0.10.

Completion of the Private Placement implies a deviation from the preemptive

rights of the existing shareholders of the Company under the Norwegian Public

Limited Companies Act. When resolving the issuance of the New Shares in the

Private Placement, the Board considered this deviation and also the equal

treatment obligations under the Norwegian Securities Trading Act, the rules on

equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal

treatment. The Board is of the opinion that there are sufficient grounds to

deviate from the preemptive rights and that the Private Placement is in

compliance with the equal treatment requirements. By structuring the transaction

as a private placement, the Company was able to raise capital in an efficient

manner, with a lower discount to the current trading price and with

significantly lower completion risks compared to a rights issue, and strengthen

the Company's shareholder base. Further, the number of New Shares to be issued

in connection with the contemplated Private Placement implies a limited dilution

of existing shareholders.

DNB Markets, a part of DNB Bank ASA acted as sole bookrunner in the Private

Placement. Advokatfirmaet Schjødt AS acted as the Company's legal advisor.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act. This information was issued as inside

information pursuant to the EU Market Abuse Regulation, and was published by

Ingrid Aarsnes, VP ESG & Corporate Compliance, Hexagon Composites ASA, on the

date and time provided.

ENDS

For additional information, please contact:

David Bandele, CFO, Hexagon Composites ASA

Telephone +47 920 91 483 I david.bandele@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 X and LinkedIn.

Important Notices

This document does not constitute an 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. Copies of this document may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. 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 Prospectus Regulation, i.e., only to investors who can

receive the offer without an approved prospectus in such EEA Member State. The

expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (together

with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors within the meaning of the Prospectus Regulation

as it forms part of English law by virtue of the European Union (Withdrawal) Act

2018 and  who (i) are investment professionals falling within Article 19(5) of

the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as

amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to

(d) of the Order (high net worth companies, unincorporated associations, etc.)

(all such persons together being referred to as "Relevant Persons"). These

materials are directed only at Relevant Persons and must not be acted on or

relied on by persons who are not Relevant Persons. Any investment or investment

activity to which this announcement relates is available only to Relevant

Persons and will be engaged in only with Relevant Persons. Persons distributing

this communication must satisfy themselves that it is lawful to do so.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America.

This document is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

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

Act"). The Company does not intend to register any part of the offering in the

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

to which this document relates.

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", "intends", "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 their respective affiliates makes 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 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 their respective affiliates accepts any liability arising from the

use of this announcement.

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.

* * *