Hexagon Composites

Share Issue/Capital Change • Sep 16, 2025

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.

16 September 2025 - Oslo, Norway: Reference is made to the stock exchange

release from Hexagon Composites ASA ("Hexagon" or the "Company") published on 16

September 2025 regarding a contemplated private placement. The Company announces

today that it has raised approximately NOK 590 million in gross proceeds through

a private placement (the "Private Placement") of 42,014,080 new shares (the

"Offer Shares"), at a price per share of NOK 14 per Offer Share (the "Offer

Price"). The Private Placement took place through an accelerated bookbuilding

process managed by the joint bookrunners after close of markets on 16 September

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

strengthen the balance sheet to navigate current industry challenges, (ii)

assisting initiatives to accelerate natural gas truck (X15N) adoption rate,

(iii) and for general corporate purposes.

Lock-up

The Company has agreed to a 6 months lock-up, executive management has agreed to

a 6 months lock-up with certain exemptions related to tax obligations and Knut

Flakk and related companies has agreed to a 6 months lock-up on shares held in

the Company. In addition, on 14 August 2025, the Company announced an extension

of its alliance agreement with Mitsui & Co. Ltd. ("Mitsui"), conditional on

Mitsui maintaining at least a 10% shareholding. In any dilutive transaction, the

Company is obliged to negotiate in good faith to allow Mitsui to preserve this

minimum stake.

The issue of the Offer Shares allocated in the Private Placement has been

resolved by the board of directors (the "Board") pursuant to the Board

authorisation to issue new shares (the "Board Authorisation") granted by the

Company's annual general meeting held on 5 May 2025 and delivery versus payment

("DVP") settlement will be facilitated by a pre-funding agreement between the

Company and the Managers.

The Offer Shares allocated to applicants in the Private Placement will

be tradable following registration of the share capital increase in the

Norwegian Register of Business Enterprises (the "NRBE"), which is expected on or

about 18 September 2025 (T+1).

Notices of allocation of Offer Shares are expected to be distributed to the

applicants being allocated Offer Shares in the Private Placement ("Applicants")

on 17 September 2025 (T). Settlement of Offer Shares in the Private Placement is

expected to take place on or about 19 September 2025 (T+2) on a DVP basis.

Completion of the Private Placement by delivery of the Offer Shares to

Applicants is subject to the registration of the share capital increase in the

NRBE.

Following registration of the new share capital pertaining to the Private

Placement, the Company will have 252,084,496 shares outstanding, each with a par

value of NOK 0.10.

Completion of the Private Placement implies a deviation from the pre-emptive

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

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

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

treatment obligations under the Norwegian Public Limited Companies Act and

Norwegian Securities Trading Act. The Board is of the opinion that there are

sufficient grounds to deviate from the pre-emptive 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 to

strengthen the Company's shareholder base. Further, the number of Offer Shares

to be issued in connection with the Private Placement implies a limited dilution

of existing shareholders.

The Board has, subject to completion of the Private Placement and certain other

conditions, resolved to carry out a subsequent offering of up to 6,000,000 new

shares towards the Company's shareholders as of 16 September 2025 (as registered

with the VPS two trading days thereafter) who (i) were not included in the pre

-sounding phase of the Private Placement, (ii) were not allocated Offer Shares

in the Private Placement and (iii) are not resident in a jurisdiction where such

offering would be unlawful, or would (in jurisdictions other than Norway)

require any prospectus filing, registration or similar action (the "Subsequent

Offering"). The subscription price in the Subsequent Offering will be equal to

the subscription price in the Private Placement. The Subsequent Offering is

subject to (i)  a National Prospectus being registered in the NRBE, (ii) the

prevailing market price of the Company's shares following the Private Placement

and (iii) approval by an extraordinary general meeting to be convened following

completion of the Private Placement. The Board may decide that the Subsequent

Offering will not be carried out in the event that the Company's shares trade

below the subscription price in the Subsequent Offering at adequate volumes. The

subscription period for the Subsequent Offering, if any, is expected to commence

during Q4 2025 following the approval of a prospectus.

DNB Carnegie, a part of DNB Bank ASA, Skandinaviska Enskilda Banken AB (publ)

and Danske Bank A/S NUF acted as joint bookrunners 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

Berit-Cathrin Høyvik, Senior Director Communications, Hexagon Composites ASA, on

the date and time provided.

For more information

David Bandele, CFO, Hexagon Composites

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

About Hexagon Composites

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

hexagongroup.com and follow @HexagonASA on LinkedIn.

Important Notices

This announcement is not for publication or distribution, directly or

indirectly, in Australia, Canada, Japan, Hong Kong, South Africa, the United

States, or any other jurisdiction where such release, publication, or

distribution would be unlawful. It does not constitute an offer or invitation to

subscribe for or purchase any securities in such jurisdictions.

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

solicitation of an offer to purchase or subscribe for securities of the Company

in the United States. Securities of the Company may not be offered or sold in

the United States without registration under the U.S. Securities Act of 1933, as

amended (the "U.S. Securities Act"), or an applicable exemption from

registration. The Company has not registered, and does not intend to register,

any securities under the U.S. Securities Act, and no public offering of

securities will be made in the United States. 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.

In any EEA Member State, this communication is only addressed to and directed at

qualified investors in that Member State within the meaning of Regulation (EU)

2017/1129 (together with any applicable implementing measures, the "Prospectus

Regulation"), i.e., only to investors who may receive the offer without an

approved prospectus.

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

qualified investors within the meaning of the Prospectus Regulation as it forms

part of UK law by virtue of the European Union (Withdrawal) Act 2018, who are

(i) 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) persons falling within Article 49(2)(a) to (d) of the Order

(high-net-worth companies, unincorporated associations, etc.) (all such persons

together being "Relevant Persons"). These materials are directed only at

Relevant Persons and must not be acted on or relied upon 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

ensure it is lawful to do so.

This announcement may contain forward-looking statements. Forward-looking

statements are not historical facts and may be identified by terms such as

"anticipate," "believe," "continue," "estimate," "expect," "intend," "may,"

"should," "will," and similar expressions. These statements are based on various

assumptions, many of which are themselves subject to risks, uncertainties, and

contingencies beyond the Company's control. Actual events may differ materially

from those expressed or implied by such forward-looking statements. The Company

undertakes no obligation to update forward-looking statements contained herein.

This announcement is made by, and is the responsibility of, the Company. The

Managers are 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

Managers nor any of their affiliates makes any representation or warranty,

express or implied, 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 should not be relied upon

as investment advice. Under no circumstances should it be considered an offer to

sell, a solicitation of an offer to buy, or a recommendation to buy or sell any

securities of the Company. Neither the Managers nor any of their 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 comes are required to inform themselves about and observe

any such restrictions.