Leading Independent Proxy Advisory Firms Recommend Shareholders Vote “FOR” the Redomicile of FREYR Battery from Luxembourg to the U.S.

FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, has announced that two leading independent proxy advisory firms, Glass Lewis and Institutional Shareholder Services (“ISS”), recommend that shareholders for “FOR” proposals related to the previously announced process to redomicile from Luxembourg to Delaware in the United States.

FREYR will be holding an extraordinary general meeting of shareholders on December 15, 2023 (the “EGM”), in connection with the redomicile process and proxy materials have been mailed to the Company’s shareholders of record as of the record date of October 25, 2023.

More information about the redomicile, EGM, and associated filings from FREYR’s wholly-owned subsidiary, FREYR Battery, Inc., a Delaware corporation (“FREYR Delaware”), is available on the home page and investor relations sections of FREYR’s website at www.freyrbattery.com. Additionally, shareholders as of the record date are welcome to contact FREYR’s proxy solicitation firm, Okapi Partners, using the following contact information:

Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
[phone]
Toll-Free: [phone]
[e-mail]

Also as previously announced, and after considering various factors, FREYR’s board of directors believes that redomiciling to the United States will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits, including:

• Simplifying FREYR’s corporate structure and streamlining reporting requirements, which will (i) facilitate efforts incurred by FREYR to assess, implement and remain compliant with multiple regulatory and reporting requirements for FREYR on a consolidated basis, and (ii) provide opportunities for FREYR to improve operational efficiencies and financial flexibility in the corporate treasury, cash management, risk management and tax functions;

• Enhancing FREYR’s eligibility for inclusion in equity indexes and trigger associated benchmarking from actively managed funds, thereby delivering a significant uplift in fund flows to its ordinary shares;

• Benefiting from well-established principles of corporate governance under Delaware law, which are more closely aligned with the New York Stock Exchange listing standards and the U.S. Securities and Exchange Commission (“SEC”) governance requirements; and

• Positioning FREYR to better respond to global tax developments and U.S. incentive programs for battery manufacturers, considering recent changes in U.S. tax laws and federal incentive programs.

Pending a successful shareholder vote, which requires a quorum of 50% of FREYR’s shares outstanding and two-thirds of quorum shares voting “FOR” the proposals, closing of the planned redomicile to the United States is expected to be completed by December 31, 2023.