Axactor ASA - Approval of prospectus and key dates for subsequent offering

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to the announcement published by Axactor ASA (the "Company")
on 20 May 2026 regarding the extraordinary general meeting that was held that
day. At the general meeting, the board was granted an authorization to carry out
the subsequent offering (the "Subsequent Offering") of up to 46,606,383 new
shares in the Company (the "Offer Shares") at a subscription price of NOK 4.70
per share (the "Offer Price"). The Offer price is equal to the subscription
price in the private placement of new shares in the Company that was
successfully placed on 28 April 2026 (the "Private Placement").

The terms and conditions for the Subsequent Offering are set out in a prospectus
prepared by the Company that was approved by the Norwegian Financial Supervisory
Authority today, 21 May 2026 (the "Prospectus"). The Prospectus has also been
prepared for the listing of 466,063,829 new shares issued in the Private
Placement. The Prospectus will, subject to regulatory restrictions in certain
jurisdictions, be made available at the web page of the Company and the Managers
(as defined below) before the subscription period for the Subsequent Offering
commences, which will be at 09:00 hours (CEST) on 26 May 2026, and which will
end at 16:30 hours (CEST) on 8 June 2026 (the "Subscription Period").

The Subsequent Offering will be directed towards existing shareholders in the
Company as of 28 April 2026 (as registered in VPS on 30 April 2026) (the "Record
Date") who (i) were not allocated shares in the Private Placement, and (ii) 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 (an "Eligible Shareholder"). Each Eligible
Shareholder will receive 0.38319 non-tradeable subscription rights (the
"Subscription Rights") for each Share held by such Eligible Shareholder in the
Company as of the Record Date. The number of Subscription Rights issued to each
Eligible Shareholder will be rounded down to the nearest whole number of
Subscription Rights without compensation to the holder.

Subscription for Offer Shares may be made online or by submitting a correctly
completed subscription form to one of Arctic Securities AS, DNB Carnegie, a part
of DNB Bank ASA or Nordea Bank Abp, filial i Norge (the "Managers") in
accordance with the terms and conditions set out in the Prospectus.

Subscribers who are Norwegian residents with a Norwegian personal identification
number are encouraged to subscribe for Offer Shares through the Norwegian VPS'
online subscription system.

Allocation of the Offer Shares is expected to take place on or about 8 June
2026. Notifications of allocation of Offer Shares and the corresponding
subscription amount to be paid by each subscriber are expected to be made
available by the Managers on or about 9 June 2026. Assuming that payments from
all subscribers are made when due, it is expected that the share capital
increase will be registered in the Norwegian Register of Business Enterprises on
or about 19 June 2026 and that the delivery of the Offer Shares will take place
on or about 22 June 2026.

Summary of key dates and information for the Subsequent Offering:
* Last day including right: 28 April 2026
* Ex-date: 29 April 2026
* Record date: 30 April 2026
* Date of approval: 20 May 2026
* Commencement of subscription period: 09:00 hours (CEST) on 26 May 2026
* End of subscription period: 16:30 hours (CEST) on 8 June 2026
* Allocation made available in the VPS: 9 June 2026
* Publication of the results of the Subsequent Offering: 9 June 2026
* Payment date: 12 June 2026
* Registration of the share capital increase: on or about 19 June 2026
* Delivery of the Offer Shares: on or about 22 June 2026
* Listing and commencement of trading: on or about 22 June 2026
* Maximum number of new shares: 46,606,383
* Subscription price: NOK 4.70


Advisors:
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp,
filial i Norge, are acting as Managers in the Subsequent Offering.

Advokatfirmaet Wiersholm AS is acting as a legal advisor to the Company in
connection with the Subsequent Offering.


For further information, please contact: 
Johnny Tsolis, CEO
Tel: +47 913 35 461 
E-mail: johnny.tsolis@axactor.com

Kyrre Svae, Deputy CEO and Chief Strategy Officer
Tel: +47 478 39 405 
E-mail: kyrre.svae@axactor.com


To learn more about Axactor, visit www.axactor.com.


IMPORTANT INFORMATION
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other jurisdiction. The securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration under the US Securities Act or an available
exemption from, or transaction not subject to, the registration requirements of
the US Securities Act. There will be no public offering of securities in the
United States. Any sale in the United States of the securities mentioned in this
communication will be made solely to "qualified institutional buyers" as defined
in Rule 144A under the U.S. Securities Act. No public offering of the securities
will be made in the United States.

The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area nor elsewhere. With respect to any
Member State of the European Economic Area (each an "EEA Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any EEA Member State. 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 the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, these materials are only being communicated to (a)
persons who have professional experience, knowledge and expertise in matters
relating to investments and qualifying as "investment professionals" for the
purposes of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons being referred to as
"relevant persons") and (b) only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024. These materials are directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intend", "may", "should", "will" and similar
expressions. The forward-looking statements in this release 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. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective 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 its respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.

This announcement is not a prospectus, and any investment decision related to
the Subsequent Offering must be made on the basis of the Prospectus. 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. Neither the Manager
nor any of its respective affiliates accepts any liability arising from the use
of this announcement.

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 announcement whether as a result of new information,
future developments or otherwise.

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.
 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.\