Circio Holding ASA

Share Issue/Capital Change • Dec 8, 2025

Circio Holding ASA Key information related to the rights issue

Circio Holding ASA Key information related to the rights issue

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

INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA,

AUSTRALIA, HONG KONG, JAPAN 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.

Circio Holding ASA -- Key information related to the rights issue

Oslo, 8 December 2025: Reference is made to the stock exchange announcement

published by Circio Holding ASA (the "Company") earlier today, 8 December

2025, regarding a contemplated 88% underwritten and presubscribed rights issue

in the Company, raising gross proceeds of up to NOK 50 million (the "Rights

Issue").

Key information relating to the Rights Issue is set out below:

Date on which the terms and conditions of the preferential rights issue were

announced: 8 December 2025.

Last day including rights: 12 January 2026

Ex-date: 13 January 2026

Record Date: 14 January 2026 (assuming normal T+2 settlement)

Date of approval: 12 January 2026

Maximum number of new shares: 50 million shares

Subscription price: NOK 1.00.

Ratio preferential rights: Each existing shareholder as of 12 January 2026

(and being registered as such in Euronext Securities Oslo, the Norwegian

Central Securities Depository (VPS) at the expiry of 14 January 2026 (the

Record Date)) will be granted 0.3481 subscription rights for each share

registered as held by the shareholder. The number of subscription rights

granted to each existing shareholder will be rounded down to the nearest whole

subscription right.

Subscription ratio: 1:1 (number of new shares in the combined company per

subscription right).

Manager: Vator Securities AB (the "Manager")

Will the rights be listed: Yes, the Company will apply for listing of the

subscription rights on the Oslo Stock Exchange.

ISIN for the preferential rights: To be announced when clarified.

Other information: Reference is made to the stock exchange announcement

published by the Company earlier today, 8 December 2025, for further

information regarding the Rights Issue. The Rights Issue is subject to (i)

approval by the extraordinary general meeting and (ii) publication of a

prospectus for offering and listing of the new shares and warrants (Nw.:

frittstående tegningsretter) as approved by the Financial Supervisory

Authority of Norway. Notice of the extraordinary general meeting is expected

to be sent to shareholders on 19 December 2025.

For further information, please contact:

Erik Digman Wiklund, CEO

Phone: +47 413 33 536

Email: erik.wiklund@circio.com

Lubor Gaal, CFO

Phone: +34 683 34 3811

Email: lubor.gaal@circio.com

-- IMPORTANT INFORMATION --

This announcement is not and 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. Copies of this document may not

be sent to jurisdictions, or distributed in or sent from jurisdictions, in

which this is barred or prohibited by law. 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.

Any offering of the securities referred to in this announcement will be made

by means of a prospectus (the "Prospectus") which will be prepared and which

is subject to the approval by the Norwegian Financial Supervisory Authority.

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 EEA Member State (the

"Prospectus Regulation"). Investors should not subscribe for any securities

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

in the Prospectus. Copies of the Prospectus will, following publication, be

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

exceptions, on the websites of the Managers.

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 Prospectus Regulation, i.e., only to investors who

can receive the offer without an approved prospectus in such EEA Member State.

In the United Kingdom, this communication 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"). These materials 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.

This document is not for publication or distribution in, directly or

indirectly, Australia, Canada, Japan, the United States or any other

jurisdiction in which such release, publication or distribution would be

unlawful, and it does not constitute an offer or invitation to subscribe for

or purchase any securities in such countries or in any other jurisdiction. In

particular, the document and the information contained herein should not be

distributed or otherwise transmitted into the United States or to publications

with a general circulation in the United States of America.

The Manager is acting for the Company in connection with the Rights Issue and

no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to its clients or for providing advice in

relation to the Rights Issue or any transaction or arrangement referred to in

this announcement.

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 is the responsibility of, the

Company. Neither the Manager nor any of its 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.

No reliance may be placed for any purpose on the information contained in this

announcement or its accuracy, fairness or completeness. Neither the Manager

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

announcement.