BEWI ASA: Private Placement successfully placed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement made by BEWI ASA ("BEWI" or the "Company") earlier today regarding a contemplated private placement of new shares in the Company (the "Private Placement").

BEWI is pleased to announce that the Private Placement has been successfully placed, allocating 44,800,000 new shares ("Offer Shares") at NOK 20.00 per Offer Share (the "Offer Price"), raising gross proceeds to the Company of NOK 896 million, equivalent to EUR 75 million.

The net proceeds from the Private Placement will be used to strengthen the Company’s balance sheet and for general corporate purposes.

DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, acted as joint bookrunners in the Private Placement (jointly, the "Managers").

Timeline and settlement

Notification of allocation of Offer Shares (conditional in respect of Tranche 2, see below) are expected to be issued by the Managers on 21 August 2025.

The Private Placement consists of one tranche with 38,344,458 Offer Shares, representing 20% of the current outstanding shares in the Company, which has been resolved issued by the Company's board of directors (the "Board") pursuant to the authorisation granted by the Company's annual general meeting on 21 May 2025 ("Tranche 1"), and a second tranche with 6,455,542 Offer Shares, representing 3.4% of the current outstanding shares in the Company, which will be proposed issued by an extraordinary general meeting of the Company expected to be held on 11 September 2025 (the "EGM") ("Tranche 2"). Offer Shares allocated in Tranche 1 and Tranche 2 (conditional) will be settled on a delivery versus payment ("DVP") basis by delivery of existing and unencumbered shares in the Company already admitted to trading on the Oslo Stock Exchange pursuant to a share lending agreement expected to be entered into between the Managers, the Company and BEWI Invest AS (the “Share Lending Agreement”).

The Offer Shares in Tranche 1 will be delivered on a DVP T+2 basis on or about 25 August 2025 and be tradable upon allocation. The Offer Shares in Tranche 2 are expected to be delivered on a DVP basis on or about 15 September 2025 and be tradeable following and subject to approval of the issuance of the Tranche 2 Offer Shares by the EGM. The Managers will settle the share lending arrangement for Tranche 2 with new shares in the Company to be issued and redelivered to the share lender on a separate ISIN, and such shares will not be tradable on the Oslo Stock Exchange until a prospectus has been approved by the Financial Supervisory Authority of Norway and published by the Company (the "Prospectus"). BEWI Invest AS has been allocated a number of Tranche 1 Offer Shares as required to maintain an ownership above 50% in the Company's share capital following completion of Tranche 1, and its remaining allocation is made in Tranche 2 (see further details below). All new investors have been allocated Offer Shares in Tranche 1, and existing shareholders pro-rata between Tranche 1 and Tranche 2.

Following registration of the share capital increase pertaining to the issuance of Offer Shares in Tranche 1, the Company's share capital will be NOK 230,066,748, divided into 230,066,748 shares, each with a par value of NOK 1.00. Following registration of the share capital increase pertaining to the issuance of Offer Shares in both Tranche 1 and Tranche 2, the Company's share capital will be NOK 236,522,290, divided into 236,522,290 shares, each with a par value of NOK 1.00.

Allocation of Offer Shares

The following close associates of primary insiders in BEWI have been allocated Offer Shares at the Offer Price in the Private Placement as follows:

– BEWI Invest AS, close associate of Christian Bekken (CEO), has been allocated 17,305,113 Offer Shares in Tranche 1 and 5,583,207 Offer Shares in Tranche 2 (in aggregate NOK ~458 million);

– HAAS AS, close associate of Andreas Mjølner Akselsen (board member), has been allocated 681,332 Offer Shares in Tranche 1 and 68,668 Offer Shares in Tranche 2 (in aggregate NOK 15 million);

– Kverva Industrier AS, close associate of Pernille Skarstein (board member), has been allocated 3,597,368 Offer Shares in Tranche 1 and 362,560 Offer Shares in Tranche 2 (in aggregate NOK ~79 million); and

– Calea AB, close associate of Kristina Schauman (board member), has been allocated 27,253 Offer Shares in Tranche 1 and 2,747 Offer Shares in Tranche 2 (in aggregate NOK 0.6 million).

Further details regarding the allocation of Offer Shares to primary insiders and close associates will be released in separate announcements.

Conditions for completion of the Private Placement

Completion of the Private Placement by 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, and (ii) the Share Lending Agreement remaining unmodified and in full force and effect pursuant to its terms and conditions. Completion of delivery of the Offer Shares in Tranche 2 is subject to (i) completion of Tranche 1, (ii) the EGM resolving the share capital increase pertaining to the issuance of the Tranche 2 Offer Shares, and (iii) the Share Lending Agreement remaining unmodified and in full force and effect pursuant to its terms and conditions (jointly, the "Conditions").

The applicants acknowledge that the Private Placement will be cancelled if the Conditions are not fulfilled, and that completion of Tranche 1 is not conditional upon completion of Tranche 2. The delivery of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants even if Tranche 2, for whatever reason, is not completed.

Shareholders representing in aggregate approx. 85% of the shares and votes in BEWI, have undertaken to vote in favour of the resolutions at the EGM, including the issuance of the Offer Shares in Tranche 2.

Equal treatment considerations and potential subsequent offering

The Private Placement represents a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act. The Board is of the view that the Private Placement is in compliance with these requirements. The issuance of the Offer Shares is carried out as a private placement in order to inter alia strengthen the Company’s balance sheet. By structuring the equity raise as a private placement (with a potential Subsequent Offering, as defined below), the Company is able to efficiently raise capital for the abovementioned purpose at a market-based offer price. The Board notes that the Offer Price is approximately equal to the volume weighted average price (VWAP) of the Company's shares on the Oslo Stock Exchange on 20 August 2025, and represents a 5.9% discount to the Company's closing share price on 20 August 2025. Additionally, the Company received pre-commitments and support from larger shareholders and selected potential new long-term investors to reduce transaction risk. On the basis of the above, and an assessment of the current equity markets as advised by the Managers, deal execution risk, available alternatives, and the potential Subsequent Offering (see below), the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.

To mitigate the dilution of existing shareholders, the Board intends to carry out a subsequent offering of up to 3,000,000 new shares in the Company at the Offer Price (equal to NOK 60 million) (the "Subsequent Offering"). Any such Subsequent Offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 20 August 2025 (as registered in the VPS two trading days thereafter), who (i) were not included in the wall-crossing 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 is subject to (i) completion of the Private Placement (including the resolution by the EGM to issue the Tranche 2 Offer Shares), (ii) necessary corporate approvals including the Board resolving to issue shares in the Subsequent Offering based on an authorisation to be granted by the EGM, (iii) approval and publication of the Prospectus, and (iv) the prevailing market price of the Company's shares together with the corresponding trading volume following the Private Placement. The Board may decide that the Subsequent Offering shall not be carried out if the Company's shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.

Advisors

DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, are acting as Managers in the Private Placement.

Wikborg Rein Advokatfirma AS is acting as a legal advisor to the Company in connection with the Private Placement.

For further information, please contact:

Charlotte Knudsen, Director of IR and Communications BEWI ASA, tel: +47 9756 1959

Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 00 47

About BEWI ASA

BEWI is an international provider of packaging, components, and insulation solutions. The company's commitment to sustainability is integrated throughout the value chain, from production of raw materials and end goods, to recycling of used products. With a vision to protect people and goods for a better every day, BEWI is leading the change towards a circular economy.

BEWI ASA is listed at the Euronext Oslo Børs under ticker BEWI.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This information was submitted for publication, through the agency of the contact persons set out above, on the time and date provided.

Important information

These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the Private Placement in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

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 EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).

In the United Kingdom, this communication is only addressed to and is only directed at qualified investors 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 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 communication 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 communication contains forward-looking statements concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this communication 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. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.

The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers, and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.

The Managers are acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its 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 respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or 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.

Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.