Hexagon Composites ASA: Private placement successfully placed

07 May 2026 22:59 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO 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.

7 May 2026 - Oslo, Norway: Reference is made to the stock exchange release from
Hexagon Composites ASA ("Hexagon" or the "Company") published on 7 May 2026
regarding a contemplated private placement. The Company announces today that it
has raised NOK 550 million in gross proceeds through a private placement (the
"Private Placement") of 68,750,000 new shares (the "Offer Shares"), at a price
of NOK 8.0 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 7 May 2026.

The net proceeds of the Private Placement will be used for (i) proactively
strengthening the balance sheet - including partial repayment of the term loan
and settlement of the existing cross currency swap, and (ii) general corporate
purposes. Subject to completion, the combined effect of the amended bank
agreement announced earlier today and the Private Placement is expected to
improve the Company's financial flexibility, restore covenant headroom and
enhance its capacity to support working capital requirements and operational
execution. Together with implemented cost reductions and organizational
resizing, these measures position the Company to capture profitable growth
during market recovery.

The Private Placement
The following members of the Executive Management have been allocated a total of
450,000 Offer Shares:

· Philipp Schramm (CEO): 250,000 Offer Shares
· Eirik Løhre (CFO): 93,750 Offer Shares
· Eric Bippus (CCO): 62,500 Offer Shares
· Brad Garner (CTO): 31,250 Offer Shares
· Ashley Remillard (General Counsel): 12,500 Offer Shares

The following members of the Board of Directors have been allocated a total of
162,500 Offer Shares

· Harald Arnet: 125,000 Offer Shares
· Mimi Berdal: 37,500 Offer Shares

Settlement
Conditional allocation of the Offer Shares the Private Placement has been
resolved by the Company's board of directors (the "Board"). Completion and
delivery of Offer Shares to investors is subject to (i) all necessary corporate
resolutions required to implement the Private Placement being validly made by
the Company, including without limitation, the Company's annual general meeting
(the "AGM") resolving to issue the Offer Shares, (ii) the allocated Offer Shares
having been fully paid, and (iii) the share capital increase pertaining to the
issuance of the Offer Shares being registered with the the Norwegian Register of
Business Enterprises ("NRBE"). The Private Placement is expected to be settled
on a delivery-vs-payment basis (DVP) after the AGM which is expected to be held
on or about 4 June 2026, subject to a pre-funding agreement to be entered into
between the Company and the Managers. The new shares allocated in the Private
Placement are expected to be tradeable on T+1 upon the latter of the
registration of the share capital increase in the NRBE and the approval of a
listing prospectus, which is expected on or around 5 June 2026. Settlement is
expected to take place on or around 8 June 2026. Listing of the Offer Shares is
conditional on the approval of the listing prospectus. Notices of conditional
allocation of Offer Shares are expected to be distributed to the applicants
being allocated Offer Shares in the Private Placement on 8 May 2026. Following
registration of the new share capital pertaining to the Private Placement, the
Company will have 320,834,496 shares outstanding, each with a par value of NOK
0.10.

The Chairman of the Board, Knut Flakk, has committed to vote in favour of the
Private Placement for his associated companies Flakk Composites AS and KTF
Finans AS (together controlling approx. 20m shares or 8% of the Company) at the
AGM, and has entered a 180 days lock-up agreement in connection with the Private
Placement.

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. The Board has, subject to completion
of the Private Placement and certain other conditions, resolved to propose to
the AGM that it grants the Board an authorization to carry out a subsequent
offering of up to 15,625,000 new shares towards the Company's shareholders as of
7 May 2026 (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 prospectus being approved and published, (ii) the
prevailing market price of the Company's shares following the Private Placement
and (iii) the AGM resolving to authorize the Board to issue new shares for such
purpose. 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 June 2026 following
the approval and publication of a prospectus.

Danske Bank A/S NUF, DNB Carnegie, a part of DNB Bank ASA and Skandinaviska
Enskilda Banken AB (publ) act as joint bookrunners in the Private Placement.
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
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.

For more information
Eirik Løhre, CFO, Hexagon Composites
Telephone: +47 909 95 820 | eirik.lohre@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 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).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" as defined in paragraph 15
of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024,
and 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) high net worth entities, and other persons to whom
this announcement may lawfully be communicated, falling within Article 49(2)(a)
to (d) of the Order (all such persons together being referred to as "relevant
persons"). This communication must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
communication relates is available only for 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
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 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
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 should come are required to inform themselves about and
to observe any such restrictions.

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