BerGenBio

Share Issue/Capital Change • Apr 7, 2017

BerGenBio ASA - Stabilisation and over-allotment notice

BerGenBio ASA - Stabilisation and over-allotment notice

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO

U.S. NEWS WIRE SERVICES, OR IN OR INTO THE UNITED STATES,

CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE

REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA 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

THE PRESS RELEASE.

BerGenBio ASA - Stabilisation and over-allotment notice

Oslo, 7 April 2017: Reference is made to the stock exchange

notice published on 6 April 2017, in which BerGenBio ASA

("BerGenBio" or the "Company", OSE ticker: BGBIO) announced

the successful completion of its initial public offering

(the "Offering").

ABG Sundal Collier ASA (the "Stabilisation Manager") may, on

behalf of the Joint Global Coordinators, engage in

stabilisation activities of the shares of BerGenBio

(the "Shares") from today, 7 April 2017, to and including 5

May 2017 (the "Stabilisation Period"). The stabilisation

activities are aimed to support the market price of the

Shares.

In connection with the Offering, the Joint Global

Coordinators have over-allotted 1,000,000 Shares in the

Company to the applicants in the Offering. In order to

permit the delivery in respect of over-allotments made, the

Stabilisation Manager has been granted the option, on behalf

of the Joint Global Coordinators, to borrow a number of

Shares in the Company equal to the number of over-allotted

Shares from certain shareholders in the Company

(the "Lending Shareholders").

Further, the Joint Global Coordinators have been granted an

option (the "Greenshoe Option") by the Lending Shareholders,

exercisable by the Stabilisation Manager, to purchase from

the Lending Shareholders up to 1,000,000 Shares at a price

per Share equal to the offer price in the Offering

(the "Offer Price") of NOK 25 per Share. The Greenshoe

Option may, at the Stabilisation Manager's discretion, be

exercised at any time during the Stabilisation Period, in

whole or in part. The Stabilisation Manager can use the

Greenshoe Option to cover over-allotments made in connection

with the Offering or short positions arising from

stabilisation transactions.

As part of the stabilisation activities, the Stabilisation

Manager or its agents, on behalf of the Joint Global

Coordinators, may effect transactions with a view to support

the market price of the Shares at a level higher than what

might otherwise prevail, through buying Shares in the open

market at prices equal to or lower than (but not above) the

Offer Price. There is no obligation on the Stabilisation

Manager to conduct stabilisation activities and there is no

assurance that stabilisation activities will be undertaken.

Such stabilising activities, if commenced, may be

discontinued at any time, and will in any event be brought

to an end at the end of the Stabilisation Period.

Within one week after the end of the Stabilisation Period,

the Stabilisation Manager will publish

information as to whether or not price stabilisation

activities were undertaken. If stabilisation activities were

undertaken, the statement will also include information

about: (i) the total amount of Shares sold and purchased;

(ii) the dates on which the stabilisation period began and

ended; (iii) the price range between which stabilisation was

carried out, as well as the highest, lowest and average

price paid during the stabilisation period; and (iv) the

date at which stabilisation activities last occurred.

Any net profit or loss resulting from stabilisation

activities conducted by the Stabilisation Manager will be

for the account of the Lending Shareholders. Any

stabilisation activities will be conducted in accordance

with Section 3-12 of the Norwegian Securities Trading Act

and Commission Regulation (EC) No. 2273/2003 implementing

Directive 2003/6/EC of the European Parliament and of the

Council as regards exemptions for buy-back programmes and

stabilisation of financial instruments.

For further details see the prospectus dated 28 March 2017

issued by BerGenBio in connection with the Offering and the

listing of the Shares on the Oslo Stock Exchange.

ABG Sundal Collier ASA, Arctic Securities and DNB Markets (a

branch of DNB Bank ASA) are acting as Joint Global

Coordinators and Joint Bookrunners in the Offering, and are

herein referred to as the "Joint Global Coordinators".

IMPORTANT NOTICE

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.

These materials do not constitute or form a part of any

offer or solicitation to purchase or subscribe for

securities in any jurisdiction where such offer or sale

would be unlawful and the announcement and the information

contained herein are not for distribution or release,

directly or indirectly, in or into such jurisdictions.

United States

These materials may not be published, distributed or

transmitted in the United States, Canada, Australia, the

Hong Kong Special Administrative Region of the People's

Republic of China, South Africa or Japan. These materials do

not constitute an offer of securities for sale or a

solicitation of an offer to purchase securities

(the "Shares") of BerGenBio in the United States, Norway or

any other jurisdiction. The Shares 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 "Securities Act"). The Shares of

the Company have not been, and will not be, registered under

the 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 Securities Act.

European Economic Area

Any offering of securities will be made by means of a

prospectus to be published that may be obtained from the

Company or selling security holder and that will contain

detailed information about the Company and its management,

as well as financial statements.

These materials are an advertisement and not a prospectus

for the purposes of Directive 2003/71/EC, as amended

(together with any applicable implementing measures in any

Member State, the "Prospectus Directive"). Investors should

not subscribe for any securities referred to in these

materials except on the basis of information contained in

the Prospectus.

In any EEA Member State other than Norway and Sweden (from

the time the prospectus has been approved by the Financial

Supervisory Authority of Norway, in its capacity as the

competent authority in Norway, and passported to Sweden and

published in accordance with the Prospectus Directive) 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

Article 2(1)(e) of the Prospectus Directive ("Qualified

Investors"), i.e., only to investors to whom an offer of

securities may be made without the requirement for the

Company to publish a prospectus pursuant to Article 3 of the

Prospectus Directive in such EEA Member State.

United Kingdom

In the United Kingdom, these materials are only being

distributed to and are 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 document

relates is available only to Relevant Persons and will be

engaged in only with Relevant Persons.

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", "expect", "anticipate", "strategy", "intends",

"estimate", "will", "may", "continue", "should" and similar

expressions. The forward-looking statements in this

announcement 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 announcement by such forward-looking statements.

The Offering may be influenced by a range of circumstances,

such as market conditions, and there is no guarantee that

the Offering will proceed and that the listing will occur.

The information, opinions and forward-looking statements

contained in this announcement speak only as at its date,

and are subject to change without notice. The Company does

not undertake any obligation to review, update, confirm, or

to release publicly any revisions to any forward-looking

statements to reflect events that occur or circumstances

that arise in relation to the content of this announcement.