REC Silicon – Share Issue in Connection With Strategic Equity Investment by Hanwha Solutions

PVTIME – Reference is made to the announcements on 18 November 2021 and 14 January 2022 regarding the agreement between REC Silicon ASA (“REC Silicon” or the “Company”), Hanwha Solutions Corporation (“Hanwha Solutions”) and Aker Horizons ASA, through its subsidiary Aker Horizons Holding AS (“Aker Horizons”) pursuant to which REC Silicon shall issue, and Hanwha Solutions shall subscribe for, 48,213,001 new shares (the “New Shares”) in REC Silicon at a subscription price of NOK 20 per share, totalling approximately NOK 964 million in proceeds in a directed share issue (the “Share Issue”) and Aker Horizons shall sell and Hanwha Solutions shall acquire 21,891,275 existing shares in the Company (the “Share Purchase”) at a price of NOK 20 per share simultaneously with the Share Issue. At completion of the Share Issue and Share Purchase (the “Transactions”), Aker Horizons and Hanwha Solutions will each own approximately 16.67 percent of the shares in REC Silicon.

As a result of the agreed Share Issue, the board of directors of REC Silicon has resolved to increase the Company’s share capital with NOK 48,213,001 by the issuance of 48,213,001, each with a par value of NOK 1. The share capital increase pertaining to the Share Issue was resolved by the Board of Directors of the Company on 14 January 2022 pursuant to the existing authorization granted by the general meeting held on 11 May 2021 to the board of REC Silicon.

Following the issuance of the New Shares, the Company will have an issued share capital of NOK 420,625,659, divided into shares 420,625,659, each with a par value of NOK 1.

As a consequence of the Share Issue structure, the shareholders’ preferential right will be deviated from. The board of REC Silicon has considered the structure of the contemplated Share Issue of New Shares in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Company is of the view that it will be in the common interest of the Company and its shareholders to carry out the Share Issue, in view of the strategic partnership with Hanwha Solutions and the growth opportunities currently available to the Company. The board has further assessed that it will not be required to implement a subsequent offering.

Arctic Securities is acting as settlement agent in connection with the Transactions.