Date:  December 17, 2024
Announcement no: 16
ISIN: DK0061676400


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On  December 17, 2024, WPU - Waste Plastic Upcycling A/S (Euronext Growth Oslo:
WPU) ("WPU" or the "Company") announced that Vitol B.V. ("Vitol"), a leading
global energy and commodities company and a major shareholder in WPU, has
entered into conditional agreements (the "Agreements") with WPU's Chairperson of
the Board, Niels Stielund, Vice Chairperson Klaus Lindblad, CEO Niels H. Bagge
and other material shareholders (the "Selling Shareholders"). 

Under the Agreements, Vitol will acquire 35,227,994 shares in total, each with a
nominal value of DKK 0.01 (the "Shares"), representing the entirety of the
Selling Shareholders' holdings in WPU. The acquisition amounts to 66.84% of
WPU's fully diluted share capital. Upon completion, Vitol's ownership in WPU
will increase to approximately 90.36%.

The completion of this transaction (the "Transaction") remains subject to
certain conditions precedent being fulfilled or waived.

Niels Stielund, Chairperson of the Board of Directors of WPU, says:

"In a rapidly changing world, the determination and ability to implement
effective plastic recycling solutions are more crucial than ever. WPU's
groundbreaking advanced circular batch technology, which transforms waste
plastic into a new product, is on the verge of an international rollout. WPU's
long-standing collaboration with Vitol has helped bring the company to now have
the first factory in Denmark in commercial production. A small group of
investors and employees, with the help of commercial and financial partners,
have in a few years developed the technology and brought WPU to where it is
today: At the doorstep of the rest of the world. With this strengthened support
from Vitol, WPU is ready to face the future with the confidence and resilience
that the company and the technology deserve."

Tom Baker, Vitol's Head of Naphtha at Vitol, says:

"Effective and scalable plastics recycling solutions are urgently needed. WPU's
technology turns waste into usable product, creating the possibility of a
circular plastics system. We look forward to working with WPU as they expand and
develop the business."


Summary of main aspects of the Transaction:

o	A total of 35,227,994 Shares is sold in the Transaction.

o	The shares will be acquired at a price of NOK 15 per share, paid in cash,
resulting in a total transaction value of approximately NOK 528,419,910.

o	As part of the Transaction, all outstanding vested warrants, totaling
1,527,900, must be exercised at an exercise price of DKK 8.40 per warrant. This
will result in an increase to the Company's share capital, which will increase
from nominally DKK 511,796.53 by a nominal amount of DKK 15,279, bringing the
new registered share capital to nominally DKK 527,075.53. The capital increase
is expected to be registered before completion of the Transaction, with the new
shares subsequently issued and admitted for trading on the Euronext Growth
market alongside the Company's existing shares. All newly issued shares will be
sold in the Transaction. As a result of the exercise, the Company will no longer
have any outstanding warrants after the Transaction.

o	Furthermore, Vitol S.A. will provide debt funding to allow the WPU company
group to refinance the Selling Shareholders' outstanding loans to the WPU
company group. 

o	Chairperson Niels Stielund and Vice Chairperson Klaus Henrik Lindblad have
agreed to step down from WPU's Board of Directors upon completion of the
Transaction. The Board is expected to call an extraordinary general meeting in
the near future to elect new member(s) to the Board. Details about any proposed
candidates will be provided in a separate notice ahead of the meeting.


Conditions and expected Closing

The Transaction is subject to conditions precedent being satisfied or waived
including, but not limited to, no material adverse changes between signing and
completion as well as notification procedures. 

Subject to the satisfaction (or waiver) of the conditions for the Transaction,
the expected closing date of the Transaction is during December 2024, with the
satisfaction (or waiver) of the conditions for closing of the Transaction being
subject to an ultimate deadline of January 15,  2025.

Overview of the Selling Shareholders 

As part of the Transaction, primary insiders and Chairperson Niels Stielund,
Vice Chairperson Klaus Lindblad, and CEO Niels Bagge will, directly or
indirectly sell, 11,878,712, 2,294,387, and 1,333,500 shares, respectively, and
former board members, Niels Karsten Albertsen and Sven Bjørn Pedersen, will,
directly or indirectly sell, 10,973,232 and 5,502,434 shares, respectively. The
remaining 3,245,729 shares will be sold, directly or indirectly, primarily by
other original founders of WPU.


For further information, contact: 
-	WPU: Klaus H Lindblad, Vice Chairman, e-mail: KL@WPU-DK.COM 
-	Vitol: Andrea Schlaepfer, Head of Corporate Affairs, e-mail: acs@vitol.com. 



Important notice:	
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement 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. Persons distributing this communication must
satisfy themselves that it is lawful to do so. 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 "believe", "expect", "anticipate", "strategy", "intends",
"estimate", "will", "may", "continue", "should" 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
believe 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 their 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 Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this announcement. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement. Neither the Company nor any of its 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 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 Company nor any of its
affiliates accepts any liability arising from the use of this announcement. 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. 

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject of the disclosure requirements of
section 5-12 of the Norwegian Securities Trading Act.