Flyr AS — Capital/Financing Update 2021

Nov 8, 2021

FLYR AS: Contemplated fully underwritten rights issue

FLYR AS: Contemplated fully underwritten rights issue

Not for release, publication or distribution, directly or indirectly, in Canada,

Japan, Australia or the United States, or any other jurisdiction in which such

release, publication or distribution would be unlawful. This announcement does

not constitute an offer of any of the securities described herein.

The board of directors (the "Board") of Flyr AS ("Flyr" or the "Company") has

resolved to propose that the Company carries out a share capital increase, by

way of a fully underwritten rights issue, to raise gross proceeds of NOK 250

million (the "Rights Issue").

The net proceeds from the Rights Issue will be used to re-establish the

Company's financial buffer for the period until the Company becomes cash-flow

positive and for general corporate purposes.

The proposed Rights Issue is subject to approval by the Company's shareholders

at an extraordinary general meeting in the Company (the "EGM") expected to be

held in December 2021 or in January 2022.

The Rights Issue is underwritten by certain existing shareholders and new

investors, including Ojada AS, a company controlled by the chairman of Board,

Erik G. Braathen and certain members of the board of directors and management of

the Company in accordance with an underwriting agreement dated 8 November 2021

(the "Underwriting Agreement"). Pursuant to, and subject to the terms and

conditions set out in the Underwriting Agreement, the underwriters (jointly, the

"Underwriters") have undertaken to vote their shares, if any, in favor of the

Rights Issue and to guarantee on a pro rata basis (not jointly) subscription of

the shares offered in the Rights Issue, with a total underwritten amount of NOK

250 million. The Underwriters are entitled to a guarantee fee of 3.00% of their

respective underwriting obligation.

Pursuant to the Underwriting Agreement, the subscription price in the Rights

Issue is proposed by the Board to be the theoretical ex rights price (TERP)

based on the volume-weighted average price (VWAP) of the Company's shares on

Euronext Growth Oslo on the date of the EGM less a discount of at least 30%. The

final discount and the subscription price for the new shares to be issued in the

Rights Issue, and thus the number of new shares and the amount of the share

capital increase, will be announced through a stock exchange announcement prior

to the EGM and be reflected in the final proposed resolution to the EGM.

In connection with the Rights Issue, a prospectus will be prepared by the

Company, which is subject to approval by the Financial Supervisory Authority in

Norway (the "NFSA"). The prospectus will be published prior to the commencement

of the subscription period and will form the basis for subscriptions in the

Right Issue.

Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the

shareholders of the Company at the day of the EGM (as registered in the

Company's shareholder register in VPS two trading days thereafter (the "Record

Date")), and who are not  resident in a jurisdiction where such offering would

be unlawful or, would (in jurisdictions other than Norway) require any

prospectus, filing, registration or similar action, will be granted a

preferential right to subscribe for and be allocated the new shares in

proportion to the number of shares in the Company they own as of the Record Date

(the "Existing Shareholding"), and will receive subscription rights

proportionate to their Existing Shareholding. The Company expects to apply for

admission to trading of the subscription rights on Euronext Growth Oslo. The

Underwriters will have a preferential right to subscribe for and be allocated

new shares that have not been subscribed for based on allocated or acquired

subscription rights.

A further description of the Rights Issue and of other circumstances that must

be considered upon subscription of shares in the Rights Issue will be included

in the prospectus for the Rights Issue, which will be published no later than at

the commencement of the subscription period and that will constitute the

subscription material for the offering.

Advisers:

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS (jointly, the

"Managers") have been retained by the Company to act as managers and bookrunners

for the Rights Issue.

Advokatfirmaet Wiersholm AS is acting as legal adviser to the Company, and

Advokatfirmaet CLP DA is acting as legal adviser to the Managers in connection

with the Rights Issue.

For further information, please contact:

Brede Huser, CFO

Mob: +47 99 16 99 74

E-mail: brede.huser@flyr.com

About Flyr

Flyr is a Norwegian based low-cost carrier with a demand driven business model

and a primary focus on the Norwegian market. The company targets a modern,

digital and efficient setup to ensure high operational efficiency through

simplicity, optimized resource utilization and smart use of technology. For more

information go to www.flyr.com.

This announcement is considered to include 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

release was published by Brede Huser, CFO, on 8. November 2021 at 08:15 CET.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. The

information contained in this announcement is for informational purposes only

and does not purport to be full or complete. Copies of this announcement are not

being made and may not be distributed or sent into any jurisdiction in which

such distribution would be unlawful or would require registration or other

measures. Any offering of the securities referred to in this announcement will

be made by means of a prospectus approved by the Financial Supervisory Authority

of Norway and published by the Company. Investors should not subscribe for any

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

contained in the aforementioned prospectus.

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 applicable 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

sale in the United States of the securities mentioned in this announcement will

be made solely to "qualified institutional buyers" as defined in Rule 144A under

the Securities Act.

This announcement has been prepared on the basis that any offer of securities in

any Member State of the European Economic Area, other than Norway, which has

implemented the Prospectus Regulation (EU)(2017/1129, as amended, the

"Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant

to an exemption under the Prospectus Regulation, as implemented in that Relevant

Member State, from the requirement to publish a prospectus for offers of

securities. Accordingly any person making or intending to make any offer in that

Relevant Member State of securities which are the subject of the offering

contemplated in this announcement, may only do so in circumstances in which no

obligation arises for the Company or any of the Managers to publish a prospectus

pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus

pursuant to Article 16 of the Prospectus Regulation, in each case, in relation

to such offer. Neither the Company nor any of the Managers have authorised, nor

do they authorise, the making of any offer of the securities through any

financial intermediary, other than offers made by the Managers which constitute

the final placement of the securities contemplated in this announcement. Neither

the Company nor any of the Managers have authorised, nor do they authorise, the

making of any offer of securities in circumstances in which an obligation arises

for the Company or any Managers to publish or supplement a prospectus for such

offer.

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 for

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.

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 release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believe 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 their control. Actual

events may differ significantly from any anticipated development due to a number

of factors, including without limitation, changes in public sector investment

levels, changes in the general economic, political and market conditions in the

markets in which the Company operates, the Company's ability to attract, retain

and motivate qualified personnel, changes in the Company's ability to engage in

commercially acceptable acquisitions and strategic investments, and changes in

laws and regulation and the potential impact of legal proceedings and actions.

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 Company does not make any

guarantee that the assumptions underlying the forward-looking statements in this

announcement are free from errors nor does it accept any responsibility for the

future accuracy of the opinions expressed in this announcement or any obligation

to update or revise the statements in this announcement to reflect subsequent

events. You should not place undue reliance on the forward-looking statements in

this announcement.

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.

Neither the Managers nor any of their 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. Neither the

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

this announcement.

In connection with the Rights Issue, the Managers and any of their affiliates,

acting as investors for their own accounts, may subscribe for or purchase shares

and in that capacity may retain, purchase, sell, offer to sell or otherwise deal

for their own accounts in such shares and other securities of the Company or

related investments in connection with the Rights Issue or otherwise.

Accordingly, references in any subscription materials to the shares 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, such Manager and any of their affiliates acting as investors for

their own accounts. The Managers do 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.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.