Nordic Unmanned ASA

Major Shareholding Notification • Oct 31, 2024

Nordic Unmanned ASA - Key information relating to the potential subsequent repair offering

Nordic Unmanned ASA - Key information relating to the potential subsequent repair offering

31.10.2024 21:40:01 CET | Nordic Unmanned | Total number of voting rights and

capital

31 October 2024 21:40 CET | Nordic Unmanned

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES

NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement published on 31 October

2024 by Nordic Unmanned ASA ("Nordic Unmanned" or the "Company") (ticker: NUMND)

announcing the successfully placed private placement of 90,000,000 new shares in

the Company at a price of NOK 0.50 per share, raising gross proceeds of NOK 45

million (the "Private Placement") and that it will, subject to completion of the

Private Placement and certain other conditions, carry out a subsequent offering

of up to 20,000,000 new shares, raising gross proceeds of up to NOK 10 million

(the "Subsequent Offering") .

The following key information is given with respect to the Subsequent Offering:

* Date on which the terms and conditions of the repair issue were announced: 31

October 2024

* Last day including right: 31 October 2024

* Ex-date: 1 November 2024

* Record date: 4 November 2024

* Date of approval: On or about 15 November 2024 (Extraordinary general

meeting)

* Maximum number of new shares: 20,000,000

* Subscription price: NOK 0.50 per share

Other information: The Subsequent Offering is conditional on, inter alia, the

Company's general meeting granting the Company's board of directors (the "Board

") with an authorization to carry out the Subsequent Offering, the Board

resolving to carry out the Subsequent Offering, and the publishing a national

prospectus. The Subsequent Offering, if carried out, will primarily, subject to

applicable securities law, be directed towards existing shareholders in the

Company as of 31 October 2024 (as registered in the VPS two trading days

thereafter), who (i) were not included in the pre-sounding phase of the Private

Placement, (ii) were not allocated Offer Shares in the Private Placement, and

(iii) 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 (the "Eligible Shareholders"). These Eligible

Shareholders will receive non-transferable subscription rights in the subsequent

repair offering. However, subscription without subscription rights from

investors other than the Eligible Shareholders will also be allowed in the

subsequent repair offering.

The allocation hierarchy in the Subsequent Offering will be as follows:

1. Shares shall be allocated to Eligible Shareholders who have subscribed with

subscription rights.

2. Unallocated shares following a) shall be allocated to Eligible Shareholders

who have over-subscribed with subscription rights (on a pro rata basis).

3. Unallocated shares following b) shall be allocated to investors other than

the Eligible Shareholders who have subscribed without subscription rights

(the Board reserves the right to allocate c) at their sole discretion (in

consultation with the Manager)).

Notwithstanding the foregoing, the Company's Board may, in its sole discretion,

decide that the Company shall not carry out the Subsequent Offering, for example

if the prevailing market price of the Company's shares trade lower than the

subscription price and if the number of shares traded at or below the

subscription price is greater than the number of offer shares in the Subsequent

Offering, thereby making a subsequent offering redundant.

The subscription period in the Subsequent Offering will, subject to the above

conditions, commence shortly after registration and publication of a national

prospectus pursuant to section 7-9 of the Norwegian Securities Trading Act.

Disclaimer

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

Contacts

* Stig H. Christiansen, CEO, Nordic Unmanned ASA, +47 478 07 813,

shc@nordicunmanned.com

* Tarjei Lode, CFO, Nordic Unmanned ASA, +47 469 37 008, tl@nordicunmanned.com

About Nordic Unmanned

NU Group is a leading European provider of advanced drones, sensors, AI-powered

drone solutions, and UAS-agnostic drone-as-a-service operations. The Company

serves government agencies, Ministries of Defence, security clients, and

corporate clients, offering cutting-edge technology solutions for a wide range

of applications, including:

* Empowering defenders and protect lives

* Autonomous efficiency and optimized operations

* Safe and environmentally friendly collection of live, actionable data insights

Founded in Norway in 2014, NU Group has offices in Sandnes (NO), Cranfield (UK),

Hasselt (BE) and Arnsberg (GER). Nordic Unmanned ASA employs approx. 100 FTEs

and is listed on Euronext Growth with the ticker NUMND. The Group's operating

history is 20 years based on AirRobot in Germany.

For more information visit - https://www.nugroup.no/

Important information

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. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. 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 into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under 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 offering or their securities 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 in this announcement will be made solely to

"qualified institutional buyers" as defined in Rule 144A under the Securities

Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that EEA Member State within the meaning of

the Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression

"Prospectus Regulation" means Regulation 2017/1129 as amended together with any

applicable implementing measures in any EEA Member State. This communication is

only being distributed to and is only directed at persons in the United Kingdom

that 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) high net worth entities, and other persons to whom

this announcement may lawfully be communicated, falling within Article 49(2)(a)

to (d) of the Order (all such persons together being referred to as "relevant

persons"). This communication 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 for 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.

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 believes that these assumptions were

reasonable when made, the 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 the

Company's control.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operates, the

Company's ability to attract, retain and motivate qualified personnel, changes

in the Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes in laws and regulation and the potential

impact of legal proceedings and actions. 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

forward-looking statements. The Company does not provide any guarantees 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 any 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 Manager nor any of its affiliates make

any representation as to the accuracy or completeness of this announcement and

none of them accept 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 in the Company. Neither the Manager

nor any of its affiliates accept any liability arising from the use of this

announcement.

This announcement is an advertisement and is not a prospectus for the purposes

of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14

June 2017 on prospectuses to be published when securities are offered to the

public or admitted to trading on a regulated market, and repealing Directive

2003/71/EC (as amended) as implemented in any Member State.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Stig H. Christiansen, CEO, Nordic Unmanned ASA, +47 478 07 813,

shc@nordicunmanned.com

* Tarjei Lode, CFO, Nordic Unmanned ASA, +47 46937008, tl@nordicunmanned.com

ABOUT NORDIC UNMANNED

Nordic Unmanned is a leading European manufacturer (OEM) and certified operator

of unmanned aircraft systems ("UAS").

We are serving large corporations, government agencies and security customers by

offering systems, solutions and flight services for environmentally friendly

delivery of productivity improvements and time critical, actionable data

insights and logistics services.

Our solutions and services are organized in the three business segments as

follows:

Flight Services: is a technology-agnostic flight services operator providing

time-critical actionable data to large corporate and governmental customers. The

segment also includes NUAer AS and Resale.

AirRobot: is an Equipment Manufacturer (OEM) with a leading product platform in

lightweight drones and sensors (payloads) tailored for defense and security.

DroneMatrix: is an Equipment Manufacturer (OEM) offering a fully integrated and

autonomous drone system with proprietary software for surveillance and security.

Nordic Unmanned is ISO 9001:2015 and ISO 14001:2015 certified for the operation,

maintenance, and sales of unmanned systems and sensor technology. AirRobot is

ISO 9001:2015 and EN 9100:2018 certified for its development and production

capabilities of unmanned systems.

Founded in Norway in 2014, Nordic Unmanned has offices in Sandnes (NO),

Cranfield (UK), Hasselt (BE) and Arnsberg (GER). Nordic Unmanned also comprise

joint venture - Omni Unmanned SA with OHI Group SA (registered in Luxemburg) and

joint venture - NUAer AS with Aeromon OY (registered in Norway).

For more information visit - https://nordicunmanned.com/

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847587/18306560/5189/Download%20announce

ment%20as%20PDF.pdf