Hexagon Composites

Share Issue/Capital Change • Aug 20, 2024

Hexagon Composites ASA: Contemplated private placement

Hexagon Composites ASA: Contemplated private placement

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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: Hexagon Composites ASA ("Hexagon" or the

"Company") has retained DNB Markets, a part of DNB Bank ASA as sole bookrunner

(the "Manager") to advise on and effect a private placement of new ordinary

shares in the Company (the "Offer Shares") to raise gross proceeds of NOK 300

million (the "Private Placement"). The subscription price per Offer Share in the

Private Placement (the "Subscription Price") will be determined by the Company's

Board of Directors (the "Board") on the basis of an accelerated book-building

process conducted by the Manager.

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.

The bookbuilding period in the Private Placement will commence today, 20 August

2024 at 16:30 CEST and close on 21 August 2024 at 08:00 CEST. The Manager and

the Company may, however, at their sole discretion extend or shorten the

bookbuilding period, or to cancel the Private Placement in its entirety, at any

time and for any reason and on short or without notice. If the bookbuilding

period is extended or shortened, the other dates referred to herein might be

changed accordingly.

The Private Placement is directed towards investors subject to applicable

exemptions from relevant registration, filing and prospectus requirements, (i)

outside the United States in reliance on Regulation S under the US Securities

Act of 1933 (the "US Securities Act") and (ii) in the United States to

"qualified institutional buyers" (QIBs) as defined in Rule 144A under the US

Securities Act as well as to major U.S. institutional investors under SEC Rule

15a-6 to the United States Exchange Act of 1934, pursuant to an exemption from

the registration requirements under the US Securities Act. Applicable selling

restrictions will apply. The minimum application amount has been set to the NOK

equivalent of EUR 100,000. However, the Board may, at its sole discretion,

allocate Offer Shares to applicants for an amount below EUR 100,000 to the

extent applicable exemptions from the prospectus requirement pursuant to

applicable regulations, including Regulation (EU) 2017/1129 on prospectuses for

securities as well as the UK European Union (Withdrawal) Act 2018, are

available.

Allocation of Offer Shares will be made after the expiry of the bookbuilding

period, at the sole discretion of the Board, in consultation with the Manager.

Allocation may be based on criteria such as (but not limited to), current

ownership in the Company, timeliness of the application, price leadership,

relative order size, sector knowledge, investment history, perceived investor

quality and investment horizon. There is no guarantee that any potential

investor will be allocated shares.

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 to a share lending agreement entered into

between Flakk Composites AS, the Company and the Manager (the "Share Lending

Agreement"). Offer Shares allocated in the Private Placement will be tradable

upon allocation. The share loan will be settled with new shares in the Company

which will be resolved issued by the Board pursuant to an authorization to

increase the Company's share capital granted by the annual general meeting on 17

April 2024 (the "Authorization").

Completion of the Private Placement is subject to (i) all necessary corporate

resolutions being validly made by the Company, including the Board resolving to

proceed with the Private Placement and to allocate and issue the Offer Shares

pursuant to the Authorization, and (ii) the Share Lending Agreement remaining

unmodified and in full force and effect. The Company reserves the right, at any

time and for any reason, to cancel, and/or modify the terms of, the Private

Placement prior to notification of allocation. Neither the Company nor the

Manager or any of their directors, officer, employees, representatives, or

advisors will be liable for any losses if the Private Placement is cancelled or

modified, irrespective of the reason for such cancellation or modification.

The Board has considered the structure of the contemplated capital raise in

light of the equal treatment obligations under the Norwegian Public Limited

Companies Act, the Norwegian Securities Trading Act and 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, and is of the opinion that the proposed Private Placement is in

compliance with these requirements. By structuring the transaction as a private

placement, the Company will be in a position 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. In addition,

the Private Placement is subject to marketing through a publicly announced

bookbuilding process and a market-based offer price should therefore be

achieved. Furthermore, the number of Offer Shares expected to be issued in

connection with the contemplated Private Placement implies that the dilution of

existing shareholders will be limited. On this basis and based on an assessment

of the current equity markets, the Board 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 to

subscribe for the Offer Shares will be deviated from.

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

Placement. Advokatfirmaet Schjødt AS is acting 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 announcement is not for publication or distribution in, directly or

indirectly, Australia, Canada, Japan, Hong Kong, South Africa or 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 where to do so might constitute a violation of the local

securities laws or regulations of such jurisdiction.

This announcement does not constitute an offer of securities for sale, or a

solicitation of an offer to purchase or subscribe for, any securities of the

Company in the United States. 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. The securities of the Company 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 "U.S. Securities Act") and in accordance

with applicable U.S. state securities laws. The securities of the Company have

not been, and will not be, registered under the U.S. Securities Act. Any sale in

the United States of the securities mentioned in this communication will be made

solely to "qualified institutional buyers" as defined in Rule 144A under the

U.S. Securities Act. No public offering of the securities will be made in the

United States.

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 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.

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 its 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 its affiliates accepts any liability arising from the use of this

announcement.

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 its 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.

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