BerGenBio

Share Issue/Capital Change • Jun 27, 2023

BerGenBio ASA: Resolution to increase the share capital for settlement of underwriting commission

BerGenBio ASA: Resolution to increase the share capital for settlement of underwriting commission

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.

Bergen 27 June 2023: Reference is made to previous stock exchange announcements

from BerGenBio ASA ("BerGenBio" or the "Company") regarding the partially

underwritten rights issue of up to 2,500,000,000 new shares (the "Offer Shares")

in the Company, raising gross proceeds of up to NOK 250 million (the "Rights

Issue").

Pursuant to the underwriting agreements for the Rights Issue dated 25 April

2023, each underwriter is entitled to an underwriting fee of 12% of its

respective underwriting obligation, to be settled in cash or new shares in the

Company issued at the subscription price in the Rights Issue (the "Fee Shares"),

or through a combination of cash and Fee Share, at the Underwriter's election.

A total of 31,872,000 Fee Shares will be issued to certain underwriters.

The Company's Board of Directors has resolved to increase the share capital with

NOK 3,187,200 in connection with the issuance of the Fee Shares. The share

capital increase is resolved pursuant to the Board authorization to increase the

share capital that was granted at the Company's ordinary general meeting held on

22 May 2023.

The Fee Shares are currently expected to be delivered to the underwriters on or

about 29 June 2023.

For further information, please contact:

Martin Olin CEO, BerGenBio ASA

ir@bergenbio.com

Rune Skeie, CFO, BerGenBio ASA

rune.skeie@bergenbio.com

About BerGenBio ASA

BerGenBio is a clinical-stage biopharmaceutical company focused on developing

transformative drugs targeting AXL as a potential cornerstone of therapy for

aggressive diseases, including cancer and severe respiratory infections. The

Company is focused on its proprietary lead candidate bemcentinib a potentially

first-in-class selective AXL inhibitor in development for STK11 mutated NSCLC

and severe respiratory infections. BerGenBio is based in Bergen, Norway with a

subsidiary in Oxford, UK. T

he Company is listed on the Oslo Stock Exchange (ticker: BGBIO). For more

information, visit www.bergenbio.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. Any offering of the securities referred to in

this announcement will be made by means of a prospectus approved by the

Financial Supervisory Authority of Norway and published by the Company.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

prospectus.

This information is subject to the disclosure requirements pursuant to Section 5

-12 of the Norwegian Securities Trading Act.

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

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act") or with any securities regulatory authority of any state or other

jurisdiction in the United States and may not be offered, sold, pledged or

otherwise transferred within the United States. The Company does not intend to

register any part of the offering in the United States or to conduct a public

offering of securities in the United States. In any member state of the European

Economic Area (each, an "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 (EU) 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 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. Actual events may differ

significantly from any anticipated development due to a number of factors,

including without limitation, changes in public sector investment levels,

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 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 Managers nor any of their affiliates make 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

Managers nor any of their affiliates accepts any liability arising from the use

of this announcement.

In connection with the Rights Issue, the Managers and any of their affiliates,

acting as investors for their own accounts, may subscribe for or purchase shares

and in that capacity may retain, purchase, sell, offer to sell or otherwise deal

for their own accounts in such shares and other securities of the Company or

related investments in connection with the Rights Issue or otherwise.

Accordingly, references in any subscription materials to the shares being

issued, offered, subscribed, acquired, placed or otherwise dealt in should be

read as including any issue or offer to, or subscription, acquisition, placing

or dealing by, the Manager and any of its affiliates acting as investors for

their own accounts. The Managers do not intend to disclose the extent of any

such investment or transactions otherwise than in accordance with any legal or

regulatory obligations to do so.

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. 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.