BerGenBio

Prospectus • Aug 29, 2018

BerGenBio ASA - Approval and publication of prospectus regarding listing of shares under the Share Option Programme

BerGenBio ASA - Approval and publication of prospectus regarding listing of shares under the Share Option Programme

BerGenBio ASA - Approval and publication of prospectus regarding listing of shares under the Share Option Programme

Bergen, Norway, 29 august 2018 - BerGenBio ASA (OSE:BGBIO) announces that the Financial Supervisory Authority of Norway has approved a prospectus dated 29 August 2018 (the "Prospectus") which has been prepared in connection with listing of up to 2,860,012 new shares ("The New Shares"). The New Shares will be issued by BerGenBio ASA (the "Company") if and when holders of option rights (the "Option Holders") exercise their respective option rights under the existing Share Option Programme for employees and certain members of the board of directors in the Company and its subsidiary (the "Group").

The Prospectus is personal to each Option Holder and does not constitute or form a part of any public offer or solicitation to purchase or subscribe for securities in the Company. The New Shares may only be subscribed for by Option Holders pursuant to the terms of the Share Option Programme of the Group.

The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available on the following website: www.bergenbio.com/investors/reports/. Printed copies of the prospectus may also be obtained free of charge at the offices of BerGenBio ASA, Jonas Lies vei 91, 5009 Bergen, Norway.

Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.

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About BerGenBio ASA

BerGenBio ASA is a clinical-stage biopharmaceutical company focused on developing a pipeline of first-in-class AXL kinase inhibitors as a potential cornerstone of combination cancer therapy. The Company is a world leader in understanding the essential role of AXL kinase in mediating aggressive disease, including immune evasive, drug resistant and metastatic cancer.

Contacts:

Richard Godfrey

CEO, BerGenBio ASA

ir@bergenbio.com

Rune Skeie,

CFO, BerGenBio ASA

rune.skeie@bergenbio.com

+47 917 86 513

IMPORTANT NOTICE:

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

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"), and accordingly may not be offered or sold in the United States absent registration or an 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 in the United States or to conduct a public offering of securities in the United States. Any offering of the securities referred to in this announcement will be made by means of a prospectus.

This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such 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 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.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Forward looking statements

This announcement may contain forward-looking statements, which as such are not historical facts, but are based upon various assumptions, many of which are based, in turn, upon further assumptions. These assumptions are inherently subject to significant known and unknown risks, uncertainties and other important factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements.

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.