Nordic Financials ASA — Share Issue/Capital Change 2025

Jun 16, 2025

Nordic Financials ASA – Commencement of the subscription period for the rights issue

Nordic Financials 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 ANNOUNCEMENT

Oslo, 16 June 2025

Reference is made to the stock exchange announcement published by Nordic Financials ASA (the "Company") on 28 May 2025 regarding the approval by the annual general meeting of the Company of a partially underwritten rights issue of minimum 1,333,333,333 and maximum 2,000,000,000 new shares in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 0.015 per share (the "Rights Issue").

Reference is further made to the stock exchange announcement of 12 June 2025 regarding the approval by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) of the prospectus prepared by the Company (the "Prospectus") for the offer and listing on the Exchange Expand Oslo of minimum 1,333,333,333 and maximum 2,000,000,000 offer shares in the Rights Issue (the "Offer Shares"), the listing of 133,333,331 new shares to be issued in connection with the settlement of the underwriting fee to the underwriters (the "Commission Shares") and the listing of 153,400,000 new shares in connection with conversion of a convertible loan (the "Convertible Loan Shares"). Subject to applicable local securities laws, the Prospectus, including the subscription form for the Rights Issue, is made available at www.norne.no/nordicfinancials/.

The subscription period for the Rights Issue will commence today, 16 June 2025, at 09:00 hours (CEST) and expire on 30 June 2025 at 16:30 hours (CEST) (the "Subscription Period"). The Subscription Rights (as defined below) will be tradable on the Euronext Expand Oslo under the ticker code "NOFIT" from today, 16 June 2025, at 09:00 hours (CEST) until 24 June 2025 at 16:30 hours (CEST).

Allocation of Subscription Rights:

Shareholders of the Company as of 28 May 2025 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the "VPS") as of 2 June 2025 pursuant to the two days' settlement procedure (the "Record Date", and such shareholders, the "Existing Shareholders"), have been granted tradable subscription rights (the "Subscription Rights") in the Rights Issue.

Each Existing Shareholder has been granted 1.58756 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated one (1) new share at the subscription price. Oversubscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) and subscription without Subscription Rights will be permitted.

The allocation to, or acquisition of Subscription Rights by, and the subscription of Offer Shares by, persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to the introductory part on page 2 - 5 and Section 14 "Selling and Transfer Restrictions" of the Prospectus.

Subscription Rights:

The Subscription Rights will be listed and tradable on Euronext Expand Oslo from 09:00 hours (CEST) on 16 June 2025 to 16:30 hours (CEST) on 24 June 2025 under the ticker code "NOFIT". The Subscription Rights will hence only be tradable during a part of the Subscription Period.

Subscription Rights that are (i) not sold before 16:30 hours (CEST) on 24 June 2025 or (ii) not used to subscribe for shares in the Rights Issue prior to expiry of the Subscription Period on 30 June 2025 at 16:30 hours (CEST) will lapse without compensation to the holder, and thus be without value.

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 exercise their Subscription Rights will experience a dilution of their shareholding in the Company. See Section 5.8 "Subscription Rights" and 5.28 "Dilution" in the Prospectus for further information.

The underwriting:

Selaco AS, the Company's largest shareholder has underwritten NOK 3 million of the Rights Issue. In addition, Alto Holding AS has underwritten NOK 5 million, Hardanger Consulting AS, a company associated with the chairman of the board, has underwritten NOK 2 million and board member Jan P Harto has underwritten1,5 million. Together with certain other existing shareholders and external investors, Selaco AS, Alto Holding AS, Hardanger Consulting AS and Jan P Harto have underwritten in aggregate NOK 20 million of the Rights Issue, equivalent to the minimum proceeds. Consequently, the Rights issue is partially guaranteed. See section 7 "The Guarantee commission" in the Prospectus for further information.

The payment date in the Rights Issue is 3 July 2025. Subject to timely payment of the Offer Shares subscribed for and allocated in the Rights Issue, the issuance and delivery of the Offer Shares in the Rights Issue is expected to be completed on or about 8 July 2025. The Offer Shares are expected to commence trading on Euronext Expand Oslo on 8 July 2025.

For further information please contact:

Nils Petter Skaset

Chairman, Nordic Financials ASA

Tel: +47 951 88 154

e-mail: nps@nofin.no

This information is published in accordance with the requirements of the Continuing Obligations and section 5-12 of the Norwegian Securities Trading Act.

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. 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.

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 information made public by the Company.

In any EEA Member State, 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.

Any appointed manager will be 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 their respective 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 Company's advisors nor any of its 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Company's advisors nor any of its respective affiliates accepts any liability arising from the use of this announcement.