BerGenBio

Share Issue/Capital Change • May 30, 2023

BerGenBio ASA - Commencement of the subscription period for the rights issue

BerGenBio ASA - Commencement of the subscription period for the rights issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE

PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH

THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE

APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE

ANNOUNCEMENT.

Bergen 30 May 2023: Reference is made to the previous stock exchange

announcements from BerGenBio ASA (the "Company") regarding the rights issue of

between 1,687,500,000 and 2,500,000,000 new shares in the Company (the "Offer

Shares"), raising gross proceeds of up to NOK 250 million (the "Rights Issue").

In addition, the subscribers in the Rights Issue will be allocated one warrant

for every two Offer Shares allocated to them and paid by them in the Rights

Issue (the "Warrants"). The Company will issue between 843,750,000 and

1,250,000,000 Warrants.

The subscription period will commence today.

Carnegie AS and Arctic Securities AS are acting as managers in the Rights Issue

(jointly the "Managers").

Allocation of Subscription Rights and Warrants:

The shareholders of the Company as of 22 May 2023 (and being registered as such

in Euronext Securities Oslo, the Norwegian Central Securities Depository, (the

"VPS") as at the expiry of 24 May 2023 pursuant to the two days' settlement

procedure of VPS (the "Record Date")) (the "Existing Shareholders"), have been

granted subscription rights (the "Subscription Rights") in the Rights Issue that

provide preferential rights to subscribe for, and be allocated, Offer Shares at

the Subscription Price (as set out below).

The Existing Shareholder have been granted 28.197440 Subscription Rights for

each existing share in the Company registered as held by the Existing

Shareholder at the Record Date, rounded down to the nearest whole Subscription

Right. Each whole Subscription Right will, subject to applicable law, give the

right to subscribe for, and be allocated, one Offer Share at the Subscription

Price (see below). Over-subscription and subscription without Subscription

Rights are permitted.

The subscribers in the Rights Issue will be allocated one Warrant issued by the

Company for every two Offer Shares allocated to, and paid by, them in the Rights

Issue. Each Warrant will, subject to applicable law, give the right to subscribe

for one new share in the Company.

The grant or purchase of Subscription Rights and the subscription of Offer

Shares and Warrants by persons resident in, or who are citizens of countries

other than Norway, may be affected by the laws of the relevant jurisdiction.

Further, no Offer Shares or Subscription Rights or Warrants will be offered or

sold in the United States. For a further description of such restrictions,

reference is made to the introductory part on page i-ii and Section 14 "Selling

and Transfer Restrictions" in the prospectus dated 26 May 2023 (the

"Prospectus").

The Prospectus is, subject to applicable local securities laws, available at the

websites of the Company (www.bergenbio.com), Carnegie AS

(www.carnegie.no/ongoing-prospectuses-and-offerings/) and Arctic Securities AS

(www.arctic.com/secno/en/offerings).

Subscription period:

The subscription period commences on 30 May 2023 and expires on 13 June 2023 at

16:30 (CEST).

Subscription Rights:

The Subscription Rights will be listed and tradable on Oslo Stock Exchange from

30 May 2023 to 16:30 hours (CEST) on 7 June 2023 under the ticker code "BGBIT".

The Subscription Rights will hence only be tradable during a part of the

subscription period.

Subscription Rights that are not used to subscribe for Offer Shares before the

expiry of the subscription period on 13 June 2023 at 16:30 (CEST) or not sold

before 16:30 (CEST) on 7 June 2023 will have no value and will lapse without

compensation to the holder.

The Subscription Rights are expected to have an economic value if the Company's

shares trade above the Subscription Price during the subscription period.

Existing Shareholders who do not use their Subscription Rights will experience a

dilution of their shareholding in the Company. If Warrants are exercised, there

will be additional dilution. See Section 6.29 "Dilution" in the Prospectus for a

further description of such dilutive effect.

Warrants

The subscribers in the Rights Issue will without cost to them be allocated one

Warrant issued by the Company for every two Offer Shares allocated to, and paid

by, them in the Rights Issue. Each Warrant will give the holder a right to

subscribe for one new share in the Company at an exercise price per share equal

to the volume-weighted average price (VWAP) of the Company's shares on the Oslo

Stock Exchange in the three last trading days prior to the first date on which

the holder can exercise the Warrant in each exercise period less 30%, but in any

event (i) not lower than the nominal value (NOK 0.10) and (ii) not exceeding the

subscription price in the Rights Issue plus 30% (i.e. NOK 0.13).

The Warrants may be exercised during two exercise periods: (i) within the first

14 days after the Company's announcement of its Q3 2023 quarterly financial

report and (ii) from 1 April 2024 to 14 April 2024.

The Company shall use reasonable efforts to seek to ensure that the Warrants are

admitted to trading on a relevant trading venue as soon as possible following

completion of the Rights Issue but there can be no assurance that such

admittance to trading will be obtained. Information concerning whether the

Warrants will be admitted to trading will be provided when such information is

available to the Company.

The Warrants are expected to have an economic value if the Company's shares

trade above the exercise price during the subscription period. Holders of

Warrants who do not use their Warrants will experience a dilution of their

shareholding in the Company, see Section 6.29 "Dilution" in the Prospectus for a

further description of such dilutive effect.

Any Warrants not subscribed within the end of the subscription period will not

be allocated. Warrants not sold or exercised before 16:30 hours (CEST) on 14

April 2024 will lapse without compensation.

Subscription price:

NOK 0.10 per Offer Share.

No payment shall be made for the Warrants.

Subscription procedure:

In order to subscribe for Offer Shares and Warrants, investors holding

Subscription Rights need to complete the subscription form and submit it to one

of the Managers at the address or email address set out in the Prospectus and

the subscription form by 16:30 hours (CEST) on 13 June 2023. The Subscription

Form can be found in Appendix B in the Prospectus.

Subscribers who are Norwegian residents with a Norwegian personal identification

number who wish to subscribe for Offer Shares are encouraged to do so through

the VPS online subscription system (or by following the link on

www.carnegie.no/ongoing-prospectuses-and-offerings/ or

www.arctic.com/secno/en/offerings, which will redirect the subscriber to the VPS

online subscription system).

The Warrants will automatically be subscribed for through delivery of the

Subscription Form correctly completed prior to the expiry of the Subscription

Period (i.e. on 13 June 2023 at 16:30 hours (CEST)).

Conditions for completion of the Rights Issue:

The completion of the Rights Issue is subject to the underwriting agreements

dated 25 April 2023 (the "Underwriting Agreements") remaining in full force and

effect if required in order to raise the gross proceeds (please see below for a

description of the underwriting and the Underwriting Agreements, including the

conditions and termination rights therein).

If it becomes clear that the conditions mentioned above will not be fulfilled,

the Rights Issue will be withdrawn.

Further, the Rights Issue may be withdrawn, or the completion of the Rights

issued may be delayed, if the aggregate minimum subscription amount for the

Offer Shares is not received by the Company on time or at all.

If the Rights Issue is withdrawn, all Subscription Rights will lapse without

value, any subscriptions for, and allocations of, Offer Shares and Warrants that

have been made will be disregarded and any payments for Offer Shares made will

be returned to the subscribers without interest or any other compensation. The

lapsing of Subscription Rights will be without prejudice to the validity of any

trades in Subscription Rights, and investors will not receive any refund or

compensation in respect of Subscription Rights purchased in the market.

The underwriting:

Certain existing shareholders and external investors (jointly the

"Underwriters") have underwritten NOK 175 million of the Rights Issue and

certain existing shareholders have pre-committed to subscribe, including Meteva

AS and Investinor AS which have pre-committed to subscribe for NOK 65 million

and NOK 17.5 million, respectively, which is included in the underwriting amount

of NOK 175 million.

The Offer Shares which are not subscribed upon expiration of the subscription

period (if any), will thus be subscribed by and allocated to the Underwriters,

up to the aggregate underwriting and subscription commitment of the Underwriters

of NOK 175 million.

The Underwriters' obligations to subscribe and pay for the Offer Shares

allocated to them in accordance with the Underwriting Agreements are conditional

upon certain conditions. Please refer to Section 6.23 "The Underwriting" in the

Prospectus for a further description of such conditions.

The Underwriters' obligations expire in the event that the Underwriters have not

been notified of any allocation under the Underwriting Agreements within 30 July

2023. Prior to that date, the Underwriters may terminate the Underwriting

Agreements in the event that the Company is in material breach of the

Underwriting Agreements. In such event, the Rights Issue will be withdrawn

unless it is fully subscribed.

Financial intermediaries:

If an Existing Shareholder holds shares in the Company registered through a

financial intermediary on the Record Date, the financial intermediary will

customarily give the Existing Shareholder details of the aggregate number of

Subscription Rights to which it will be entitled. The relevant financial

intermediary will customarily supply each Existing Shareholder with this

information in accordance with its usual customer relations procedures. Existing

Shareholders holding their shares in the Company through a financial

intermediary should contact the financial intermediary if they have received no

information with respect to the Rights Issue.

Subject to applicable law, Existing Shareholders holding Shares through a

financial intermediary may instruct the financial intermediary to sell some or

all of their Subscription Rights, or to purchase additional Subscription Rights

on their behalf. See Section 14 "Selling and transfer restrictions" in the

Prospectus for a description of certain restrictions and prohibitions applicable

to the sale and purchase of Subscription Rights in certain jurisdictions outside

Norway.

Existing Shareholders who hold their Shares through a financial intermediary and

who are Ineligible Shareholders will not be entitled to exercise their

Subscription Rights but may, subject to applicable law, instruct their financial

intermediary to sell their Subscription Rights transferred to the financial

intermediary. As described in Section 6.8 "Subscription Rights" of the

Prospectus, neither the Company nor the Managers will sell any Subscription

Rights transferred to financial intermediaries.

Listing and commencement of trading in the Offer Shares:

Subject to timely payment of the minimum subscription amount in the Rights

Issue, the Company expects that the share capital increase pertaining to the

Rights Issue will be registered with the Norwegian Register of Business

Enterprises on or about 20 June 2023 and that the Offer Shares will be delivered

to the VPS accounts of the subscribers to whom they are allocated on or about 20

June 2023.

The Offer Shares are expected to be tradable on Oslo Stock Exchange from and

including 20 June 2023.

The Warrants are expected to be registered with the Norwegian Register of

Business Enterprises on or about 20 June 2023 and to be delivered to the VPS

accounts of the subscribers to whom they are allocated on or about 20 June 2023.

For further information, please contact:

Martin Olin CEO, BerGenBio ASA

ir@bergenbio.com

Rune Skeie, CFO, BerGenBio ASA

rune.skeie@bergenbio.com

Investor Relations

Graham Morrell

graham.morrell@bergenbio.com

Media Relations

Jan Lilleby

jl@lillebyfrisch.no

+47 90 55 16 98

For information about the Rights Issue please contact the managers:

Arctic Securities AS, tel.: + 47 21 01 30 40

Carnegie AS, tel.: +47 22 00 93 40

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. The

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

information, visit www.bergenbio.com.

- IMPORTANT INFORMATION -

This announcement does not constitute an offer of securities for sale or a

solicitation of an offer to purchase securities of the Company in the United

States or any other jurisdiction. The securities of the Company may not be

offered or sold in the United States absent registration or an exemption from

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

Securities Act"). The securities of the Company have not been, and will not be,

registered under the U.S. Securities Act. Any sale in the United States of the

securities mentioned in this communication will be made solely to "qualified

institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No

public offering of the securities will be made in the United States.

This announcement has been prepared on the basis that any offer of securities in

any Member State of the European Economic Area, other than Norway, which has

implemented the Prospectus Regulation (EU) (2017/1129, as amended, the

"Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant

to an exemption under the Prospectus Regulation, as implemented in that Relevant

Member State, from the requirement to publish a prospectus for offers of

securities. Accordingly any person making or intending to make any offer in that

Relevant Member State of securities which are the subject of the offering

contemplated in this announcement, may only do so in circumstances in which no

obligation arises for the Company or any of the Managers to publish a prospectus

pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus

pursuant to Article 16 of the Prospectus Regulation, in each case, in relation

to such offer.

In the United Kingdom, this announcement is only addressed to and is only

directed at Qualified Investors who (i) are 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) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). This announcement are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is

available only to 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 "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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,

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 its 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 information, opinions and forward-looking

statements contained in this announcement speak only as at its date, and are

subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The

Managers are acting exclusively for the Company and no one else and will not be

responsible to anyone other than the Company for providing the protections

afforded to their respective clients, or for advice in relation to the contents

of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective 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

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement. Any offering of the securities referred to in

this announcement will be made by means of a prospectus.

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

of the Prospectus Regulation. Investors should not subscribe for any securities

referred to in this announcement except on the basis of information contained in

the aforementioned prospectus. Copies of any such prospectus will, following

publication, be available from the Company's registered office and, subject to

certain exceptions, on the websites of the Company (www.bergenbio.com),

(Carnegie www.carnegie.no/ongoing-prospectuses-and-offerings) and Arctic

Securities AS (www.arctic.com/secno/en/offerings).

Each of the Company, the Managers and their respective affiliates expressly

disclaims any obligation or undertaking to update, review or revise any

statement contained in this announcement whether as a result of new information,

future developments or otherwise.

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 published in accordance with the requirements of the

Continuing Obligations.