BEWI ASA: Contemplated private placement

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") at 07:00 CEST today where the Company announced a potential equity issue with the assistance of DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, as joint bookrunners (jointly, the "Managers").

BEWI hereby announces a contemplated private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of the NOK equivalent of EUR 75 million (the "Private Placement"). The price per Offer Share in the Private Placement will be determined by a bookbuilding and denominated in NOK (the "Offer Price"). The final number of Offer Shares to be issued will be determined by the Company's board of directors (the "Board") in consultation with the Managers following expiry of the bookbuilding period.

The Managers have received indications of interest to subscribe for Offer Shares so that the Private Placement is covered on indications of interest at the start of the bookbuilding period.

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

The following investors have pre-committed to apply for, and will be allocated, Offer Shares in the Private Placement at the Offer Price as follows:

• BEWI Invest AS (“BEWI Invest”), owning 51.09% of the shares and votes, for their pro rata share of the Private Placement
• HAAS AS, owning 17.04% of the shares and votes, for NOK 15 million
• Kverva Industrier AS, owning 8.84% of the shares and votes, for their pro rata share of the Private Placement

The bookbuilding period for the Private Placement will commence on 20 August 2025 at 16:30 CEST and end on 21 August 2025 at 08:00 CEST. The Company may, however, at its sole discretion and in consultation with the Managers extend or shorten the bookbuilding period at any time and for any reason and on short or without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed accordingly.

The Private Placement is directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and offering prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Board may however, at its sole discretion, allocate Offer Shares for amounts below the NOK equivalent of EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. Further selling restrictions and transaction terms will apply.

Allocation of Offer Shares (conditional in respect of Tranche 2, see below) will be made at the sole discretion of the Board after input from the Managers. Allocation will be based on criteria such as (but not limited to) pre-commitments, perceived investor quality, existing ownership in the Company, price leadership, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon. There is no guarantee that any potential investor will be allocated Offer Shares.

Settlement and conditions

The Private Placement consists of one tranche with 38,344,458 Offer Shares, representing 20% of the current outstanding shares in the Company ("Tranche 1"), and a second tranche with a number of Offer Shares which results in a total transaction (i.e., both tranches) that equals the final offer size ("Tranche 2"). Offer Shares in Tranche 1 and Tranche 2 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 Euronext Oslo Børs pursuant to a share lending agreement (the “Share Lending Agreement”).

Delivery of Tranche 1 Offer Shares will be made on a DVP T+2 basis on or about 25 August 2025 and the Offer Shares in Tranche 1 are tradable upon allocation. Delivery of Tranche 2 Offer Shares is expected to take place on or about 15 September 2025, and will be tradeable following and subject to approval of the issuance of the Tranche 2 Offer Shares by the EGM (as defined below).  The Managers will settle the share lending arrangement for Tranche 2 with new shares in the Company to be issued and delivered to the share lender on a separate ISIN, and such shares will not be tradable on Euronext Oslo Børs until a listing prospectus has been approved by the Financial Supervisory Authority of Norway and published by the Company. BEWI Invest will be allocated a number of Tranche 1 Offer Shares as required to maintain an ownership above 50% in the Company following completion of Tranche 1, with its remaining allocation to be made in Tranche 2. Subject to this, all new investors will be allocated Offer Shares in Tranche 1, and existing shareholders will receive allocations pro-rata between Tranche 1 and Tranche 2.

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, including the Board resolving to allocate the Offer Shares (conditionally in respect of Tranche 2) and issue the Offer Shares in Tranche 1 pursuant to the board authorisation granted by the annual general meeting in the Company on 21 May 2025, 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 further subject to (i) completion of Tranche 1, (ii) an extraordinary general meeting of the Company expected to be held on or about 11 September 2025 (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.

Completion of Tranche 1 is not conditional upon completion of Tranche 2, and 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.

By applying for the Offer Shares, applicants allocated Offer Shares will undertake to vote for all of their shares in the Company in favour of the resolutions at the EGM, including pertaining to the issuance of the Offer Shares in Tranche 2 of the Private Placement.

Equal treatment

The Private Placement entails a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, and is of the opinion that it 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 fundraising process as a private placement, the Company is able to efficiently raise capital for the abovementioned purpose at a market-based offer price. In addition, the Company has received pre-commitments and support from larger shareholders and selected potential new long-term investors to reduce transaction risk. The Board has further taken into consideration that BEWI had the opportunity to raise significant funds quickly, while structuring the fundraising as a rights issue directed at all shareholders would have entailed significant costs and taken several months to complete. On the basis of the above, and an assessment of the current equity markets as advised by the Managers, deal execution risk, and available alternatives, 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.

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.

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