Hexagon Composites ASA: Board recommendation to distribute Hexagon Purus shares as dividend-in-kind and notice of extraordinary general meeting

7 June 2023: The Board of Directors of Hexagon Composites ASA (“Hexagon Composites” or the “Company”) calls for an Extraordinary General Meeting (“EGM”) 28 June 2023 where the Board of Directors requests authorization to distribute up to 25% of the total outstanding shares in Hexagon Purus ASA (“Hexagon Purus”) as a dividend-in-kind to its shareholders. As a result of the share distribution and subject to final EGM approval, Hexagon Composites’ ownership will decrease significantly, and the Company will undertake a non-controlling ownership in Hexagon Purus. The EGM notice is attached as a separate document.

“We believe the proposed dividend is in the interest of the shareholders of both Hexagon Composites and Hexagon Purus. Subject to EGM approval of the distribution, Hexagon Composites will achieve financial deconsolidation and increase the free float in the Hexagon Purus share,” says Knut Flakk, Chair of the Board of Hexagon Composites. “Distributing shares to Hexagon Composites’ existing investors will provide Hexagon Purus with additional direct owners that know and understand the company. A deconsolidation will also entail a one-off accounting gain for Hexagon Composites, better reflecting the market value of Hexagon Purus.”

“Since the inception of Hexagon Purus some five years ago, the company has had a very satisfactory development, been listed on the main list of the Oslo Stock Exchange and established a strong investor base including Mitsui & Co. as a lead investor,” says Jon Erik Engeset, CEO of Hexagon Composites. “Following the proposed distribution of shares, Hexagon Composites does not intend to reduce its ownership exposure in Hexagon Purus any further for the foreseeable future. We will remain a strategic partner with Hexagon Purus while allowing the other Hexagon Group companies to fully leverage their growth potential.”

“We view today’s announcement and Hexagon Composites’ pending deconsolidation as a natural and important next step for Hexagon Purus as an independent company. We look forward to welcoming all Hexagon Composites shareholders to our exciting journey, enabling the transition to zero-emission mobility,” says Morten Holum, CEO of Hexagon Purus.

Unlocking further value

According to DNV, the clean energy transition is the greatest driver of increased investment in renewables, with strong regulatory support on both sides of the Atlantic. The undertakings to accelerate sustainable transportation are significant with strong regulatory support in all key regions. Medium- and heavy-duty vehicles contribute more than 20% of road transport CO2 emissions and are considered a hard-to-abate sector. Renewable natural gas (RNG), hydrogen and battery electric technologies are enabling the switch to alternative energy in this sector.

Hexagon Composites’ carbon-negative solutions

The use of Renewable Natural Gas (RNG = Biomethane) is the most effective, and readily available alternative for decarbonization of transportation. RNG produced from waste prevents release of methane to the atmosphere by organic decomposition and displaces CO2 emissions from conventional fuels.

With nearly six decades of experience and more than 70,000 vehicles on the road, Hexagon Composites is a global leader in delivering solutions for infrastructure and mobility that enable the switch to this carbon negative energy source in an economically viable, scalable solution for OEMs and fleets. Hexagon’s addressable market is expected to increase threefold for US natural gas driven long-haul trucks when Cummins’ launches its new 15-liter natural gas engine in 2024, while at the same time its Mobile Pipeline® CNG/RNG business is in high demand, driven by decarbonization targets and incomplete pipeline infrastructure.

Hexagon Purus’ zero emission solutions

Hexagon Purus is a world leading provider of zero emission mobility and hydrogen infrastructure solutions. It is a pure-play hydrogen and battery electric company positioned to benefit from the tremendous growth that is expected in the zero-emission market. With unique hydrogen and battery systems, as well as electric drivetrain integration capabilities, Hexagon Purus is accelerating the development of hydrogen and battery electric zero emission mobility solutions in an addressable market that is expected to reach close to USD ~25bn in 2030.

The companies have individual strategies for future funding, capital allocation and dividend policy. The proposed deconsolidation is seen as a major step in unlocking further value in both companies.

Subject to EGM approval, the proposed dividend in kind will be distributed early in the third quarter 2023. For more information on the proposal for a dividend in kind, please see the attachment.

For further information, please contact:

Ingrid Aarsnes, VP Investor Relations & ESG, Hexagon Composites ASA
Telephone: +47 950 38 364 | ingrid.aarsnes@hexagongroup.com

Karen Romer, SVP Communications, Hexagon Composites ASA
Telephone: +47 950 74 950 | karen.romer@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. Learn more at www.hexagongroup.com and follow @HexagonASA on Twitter and LinkedIn.

About Hexagon Purus ASA
Hexagon Purus enables zero emission mobility for a cleaner energy future. The company is a world leading provider of hydrogen Type 4 high-pressure cylinders and systems, battery systems and vehicle integration solutions for fuel cell electric and battery electric vehicles. Hexagon Purus' products are used in a variety of applications including light, medium and heavy-duty vehicles, buses, ground storage, distribution, refueling, maritime, rail and aerospace.

Learn more at www.hexagonpurus.com and follow @HexagonPurus on Twitter and LinkedIn.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Berit-Cathrin Høyvik, Director Communications at Hexagon Composites ASA, on 7 June 2023 at 16:29 CEST.

Attachment

• HEX Notice of EGM

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