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

(212) 297-0720

Toll-Free: (888) 785-6709


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.

About FREYR Battery

FREYR Battery is a developer of clean, next-generation battery cell production capacity. The company’s mission is to accelerate the decarbonization of global energy and transportation systems by producing clean, cost-competitive batteries. FREYR seeks to serve the primary markets of energy storage systems (“ESS”) and commercial mobility, and the company maintains an ambition to serve the passenger electric vehicles market (“EV”). FREYR’s Customer Qualification Plant (“CQP”) for technology development is in service in Mo I Rana, Norway, and the company is commencing development of the Giga America battery manufacturing project in Coweta County, Georgia, in the U.S. To learn more about FREYR, please visit www.freyrbattery.com.

Cautionary Statement Concerning Forward-Looking Statements

All statements, other than statements of present or historical fact included in this press release, including the success of the shareholder vote, the expected completion of the redomicile and the potential strategic opportunities and benefits of the redomicile are forward looking statements.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside FREYR’s control and are difficult to predict. Additional information about factors that could materially affect FREYR is set forth under the “Risk Factors” section in (i) FREYR’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on September 1, 2022, (ii) FREYR Battery, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 8, 2023 and subsequent amendments thereto filed on October 13, 2023, October 19, 2023, and October 31, 2023, (iii) FREYR’s Annual Report on Form 10-K filed with the SEC on February 27, 2023, and (iv) FREYR’s Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2023, August 10, 2023 and November 9, 2023 and available on the SEC’s website at www.sec.gov. Except as otherwise required by applicable law, FREYR disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation. Should underlying assumptions prove incorrect, actual results and projections could differ materially from those expressed in any forward-looking statements.


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