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

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