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Observe Medical

Share Issue/Capital Change Oct 13, 2025

3696_iss_2025-10-13_c6cc0b6f-d616-4652-9626-727556124ee2.html

Share Issue/Capital Change

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Observe Medical ASA: Final result of the subsequent offering and allocation of offer shares

Observe Medical ASA: Final result of the subsequent offering and allocation of offer shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, THE UNITED STATES OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Oslo, 13 October 2025

Reference is made to the announcement by Observe Medical ASA (the "Company" or

"Observe Medical", OSE ticker "OBSVR") on 25 September 2025, regarding the

launch of a subsequent offering of up to 24,000,000 new shares ("Offer Shares")

in the Company, each with a nominal value of NOK 0.42, at a subscription price

of NOK 0.50 per Offer Share (the "Subsequent Offering"), as well as the

prospectus dated 25 September 2025 (the "Prospectus"), available on the

Company's website : www.observemedical.com/investor-relations/, as well as at

https://www.sb1markets.no/transaksjoner/.

The subscription period for the Subsequent Offering expired on 10 October 2025,

at 16:30 hours (CEST). By the end of the subscription period, the Company had

received valid subscriptions for a total of 30,159,322 Offer Shares in the

Subsequent Offering. Thus, the Subsequent Offering was oversubscribed.

The final allocation of the Offer Shares in the Subsequent Offering has today

been made based on the allocation criteria set out in the Prospectus. In total,

24,000,000 Offer Shares were allocated. The Company's gross proceeds from the

Subsequent Offering will therefore be NOK 12,000,000.

Notifications of allocated Offer Shares and the corresponding amount to be paid

by each subscriber will be set out in a separate allocation letter to each

subscriber. The allocation letters are expected to be sent on 13 October 2025.

Subscribers having access to investor services through their account manager in

the Norwegian Central Securities Depository (ES-OSL), will be able to check the

number of Offer Shares allocated to them from 14:00 hours (CEST) today, 13

October 2025. Subscribers who do not have access to investor services through

their ES-OSL account managers may contact SB1 Markets AS (the "Manager") to

obtain information about the number of Offer Shares allocated to them.

The subscription amount for the allocated shares falls due for payment on 16

October 2025, in accordance with the payment procedures described in the

Prospectus.

The Offer Shares may not be transferred or traded until they are fully paid and

the share capital increase pertaining to the Subsequent Offering has been

registered with the Norwegian Register of Business Enterprises (Nw.:

Foretaksregisteret). The Company will publish a stock exchange announcement once

such share capital increase has been registered. Subject to timely payment for

the Offer Shares subscribed for and allocated in the Subsequent Offering, the

Company expects that the share capital increase pertaining to the Offer Shares

will be registered with the Norwegian Register of Business Enterprises on or

about 21 October 2025 and that the delivery of the Offer Shares is expected to

be completed on or about 22 October 2025. The Offer Shares are expected to

commence trading on Euronext Expand on or about 22 October 2025. The Manager (as

defined below) may be contacted for information regarding allocation, payment

and delivery of the Offer Shares.

Following the issuance of the 24,000,000 Offer Shares and the 20,000,000 million

shares to be issued to Songa Capital AS and affiliated companies (as announced

by the Company on 16 September 2025), the Company's share capital will be NOK

57,182,333.04, divided into 136,148,412 shares, each with a nominal value of NOK

0.42.

The following primary insiders have been allocated shares in the Subsequent

Offering:

Line Tønnessen, a member of the Company's board of directors, has been allocated

190,858 Offer Shares.

Seed Capital AS, a company closely associated to Eskild Endrerud, member of the

Company's board of directors, has been allocated 220,113 Offer Shares.

R Investment Company AS, a company closely associated to Terje Bakken and Line

Tønnessen, chairperson and member of the Company's board of directors, has been

allocated 600,113 Offer Shares.

Glimt Invest AS, a company closely associated to Terje Bakken, chairperson of

the Company's board of directors, has been allocated 200,113 Offer Shares.

SB1 Markets AS is acting as manager in the Subsequent Offering. Advokatfirmaet

Thommessen AS is acting as legal advisor to the Company in relation to the

Subsequent Offering.

The information in this announcement is considered to be inside information

pursuant to the EU Market Abuse Regulation and is subject to the disclosure

requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Johan Fagerli, CFO of the

Company, on 13 October 2025 at 16:00 hours (CEST) on behalf of the Company.

For further information, please contact:

Jørgen Mann, CEO Observe Medical

Mobile: +45 408 67 558

E-mail: [email protected]

Johan Fagerli, CFO Observe Medical

Mobile: +47 958 12 765

E-mail: [email protected]

About Observe Medical:

Observe Medical is a Nordic medtech company that develops, markets and sells

innovative medtech products for the global market. The Company is committed to

improving patient welfare and patient outcomes, improving clinical data accuracy

and promoting positive health economics.

The Company seeks to drive growth by leveraging its expertise in sales and

commercialisation of its broad portfolio of medical technology products, mainly

in urine measurement and ultrasound, in combination with targeted M&A and

distribution. Observe Medical is working with a network of leading distributors

to provide outstanding solutions for healthcare professionals globally.

The Company is headquartered in Oslo, Norway.

Further information is available at www.observemedical.com.

- IMPORTANT INFORMATION -

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. Neither Carnegie AS (the "Manager"), nor or any of its

affiliates or any of their respective directors, officers, employees, advisors

or agents accepts any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether any information

has been omitted from the announcement) or any other information relating to the

Company, its subsidiaries or associated companies, whether written, oral or in a

visual or electronic form, and howsoever transmitted or made available, or for

any loss howsoever arising from any use of this announcement or its contents or

otherwise arising in connection therewith. This announcement has been prepared

by and is the sole responsibility of Observe Medical.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa

or the United States (including its territories and possessions, any State of

the United States and the District of Columbia) or any other jurisdiction where

to do so would constitute a violation of the relevant laws of such jurisdiction.

The publication, distribution or release of this announcement may be restricted

by law in certain jurisdictions and persons into whose possession any document

or other information referred to herein should inform themselves about and

observe any such restriction. Any failure to comply with these restrictions may

constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States.

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

registered under the U.S. Securities Act, and may not be offered or sold in the

United States absent registration with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

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 (the "EU Prospectus Regulation") (together with any applicable

implementing measures in any Member State). All of the securities referred to in

this announcement have been offered on the basis of the Prospectus. Investors

should not subscribe for any securities referred to in this announcement except

on the basis of the Prospectus.

In any EEA Member State other than Norway, this communication is only addressed

to and is only directed at qualified investors in that Member State within the

meaning of the EU Prospectus Regulation, 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 "qualified investors" within the meaning of the

EU Prospectus Regulation as it forms part of English law by virtue of the

European Union (Withdrawal) Act 2018 and 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.

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

Manager and its affiliates are acting exclusively for the Company and no-one

else in connection with the transactions described in this announcement. They

will not regard any other person as their respective clients in relation to the

transactions described in this announcement and will not be responsible to

anyone other than the Company, for providing the protections afforded to their

respective clients, nor for providing advice in relation to the transactions

described in this announcement, the contents of this announcement or any

transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Manager

and any of its affiliates, acting as investors for their own accounts, may

subscribe for or purchase securities and in that capacity may retain, purchase,

sell, offer to sell or otherwise deal for their own accounts in such securities

of the Company or related investments in connection with the transactions

described in this announcement or otherwise. Accordingly, references in any

subscription materials to the securities 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 Manager

does 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.

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", "aim", "expect",

"anticipate", "intend", "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, 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. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance. The Company, the Manager and their respective

affiliates expressly disclaims any obligation or undertaking to update, review

or revise any forward-looking statement contained in this announcement whether

as a result of new information, future developments or otherwise. The

information, opinions and forward-looking statements contained in this

announcement speak only as at its date and are subject to change without notice.

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