Flyr AS — Capital/Financing Update 2022

Jun 10, 2022

Flyr AS - start of subscription period in subsequent offering - publication of prospectus

Flyr AS - start of subscription period in subsequent offering - publication of prospectus

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG SPECIAL ADMINISTRATIVE REGION

OF THE PEOPLE'S REPUBLIC OF CHINA, OR 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.

Reference is made to the stock exchange announcement published by Flyr AS (the

"Company") on 5 May 2022  regarding a private placement in the Company raising

gross proceeds of NOK 250 million (the "Private Placement") and the key

information dated 6 May 2022 regarding a potential subsequent offering of up to

62,500,000 new shares in the Company, each at a nominal value of NOK 0.002 (the

"Offer Shares") (the "Subsequent Offering"). Reference is furthermore made to

the authorisation granted to the board of directors of the Company (the "Board")

by the extraordinary general meeting of the Company on 13 May 2022 to resolve

the share capital increase in connection with the Subsequent Offering.

The subscription price in the Subsequent Offering will be NOK 1.20 per Offer

Share (the "Subscription Price"), which corresponds to the price per share in

the Private Placement. If the market price of the Company's shares exceed the

Subscription Price, the Subscription Rights (as defined below) will have

financial value. However, if the market price of the Company's shares is below

the Subscription Price, the Subscription Rights will not have financial value

because it will be possible to buy shares in the market at cheaper prices than

the Subscription Price.

The Board has resolved to initiate the subscription period for the Subsequent

Offering. A national prospectus dated 8 June 2022 (the "Prospectus") has been

prepared in connection with the Subsequent Offering. The Prospectus contains

further information about the Company and the terms and conditions of the

Subsequent Offering. The Prospectus is not subject to review by the Norwegian

Financial Supervisory Authority nor any other authority but has been submitted

to the Norwegian Register of Business Enterprises in accordance with section 7-8

of the Norwegian Securities Trading Act.

The Prospectus is available at the Company's website, www.flyr.com, and the

Managers' (as defined below) web sites: www.arctic.com/secno/en/offerings or

www.carnegie.no/ongoing-prospectuses-and-offerings/.

The subscription period for the Subsequent Offering (the "Subscription Period")

will commence on 10 June 2022 and end at 16:30 hours (CEST) on 24 June 2022.

The shareholders of the Company as of 5 May 2022 as registered with the

Norwegian Central Securities Depository ("Verdipapirsentralen" or the "VPS") as

of 9 May 2022 (the "Record Date"), who (i) were not allocated shares in the

Private Placement, and (ii) who are not resident in a jurisdiction where such

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

require a prospectus filing, registration or similar actions (the "Eligible

Shareholder") will be granted non-transferable subscription rights (the

"Subscription Rights") that, subject to applicable law, give a right to

subscribe for and be allocated Offer Shares in the Subsequent Offering.

Each Eligible Shareholder will be granted 0.20228 Subscription Rights for every

one (1) existing share registered as held by such Eligible Shareholder as 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 Offer Share in the Subsequent Offering.

Eligible Shareholders who wish to subscribe for Offer Shares are strongly

encouraged to do so through the VPS online subscription system, and relevant

links for this for each Subsequent Offering will be available at

www.arctic.com/secno/en/offerings and www.carnegie.no/ongoing-prospectuses-and

-offerings/ the start of the Subscription Period. Eligible Shareholders who are

not able to subscribe for shares through the VPS online subscription system,

must subscribe for Offer Shares by completing and submitting subscription forms

in accordance with instructions in the Prospectus.

Oversubscription will be permitted, however, subscription without Subscription

Rights will not be permitted.

Subscription Rights that are not used to subscribe for Offer Shares before the

end of the Subscription Period, will have no value and will lapse without

compensation to the holder.

The Company's existing shares are, and the Offer Shares will be, listed on

Euronext Growth Oslo under the ticker code "FLYR".

Completion of the Subsequent Offering is subject to (i) the Board resolving the

necessary corporate resolutions to carry out the Subsequent Offering, including

the resolution to issue the Offer Shares, and (ii) that the share capital

increase related to the issuance of the Offer Shares is registered with the

Norwegian Register of Business Enterprises. The Company reserves the right to

withdraw or cancel the Subsequent Offering at any time and for any reason before

completion of the Subsequent Offering. If the Subsequent Offering is withdrawn

or not carried out, all subscriptions for Offer Shares will be disregarded and

any payments for Offer Shares will be returned to the subscribers without

interest or any other compensation.

Advisors

Arctic Securities AS and Carnegie AS act as managers in the Subsequent Offering

(the "Managers").

For further information, please contact:

Brede Huser, Chief Financial Officer

Phone: +47 99 16 99 74

Email: 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. Flyr AS

is listed at Euronext Growth under the ticker FLYR. This information is

considered to be inside information pursuant to the EU Market Abuse Regulation.

This stock exchange release was published by Brede Huser, Chief Financial

Officer on the time and date provided.

Important information

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan Hong Kong or the United

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

States and the District of Columbia). This release is an announcement issued

pursuant to legal information obligations and is subject to the disclosure

requirements of section 5-12 of the Norwegian Securities Trading Act. It is

issued for information purposes only and does not constitute or form part of any

offer or solicitation to purchase or subscribe for securities, in the United

States or in any other jurisdiction. The securities mentioned herein have not

been, and will not be, registered under the United States Securities Act of

1933, as amended (the "US Securities Act"). The securities may not be offered or

sold in the United States except pursuant to an exemption from the registration

requirements of the US Securities Act. The Company does not intend to register

any portion of any offering of the securities in the United States or to conduct

a public offering of the securities in the United States. Copies of this

announcement are not being made and may not be distributed or sent into

Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions. The distribution of this release

may in certain jurisdictions be restricted by law. Persons into whose possession

this release comes should inform themselves about and observe any such

restrictions. Any failure to comply with these restrictions may constitute a

violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the

Subsequent Offering in the Company, and will not be responsible to anyone other

than the Company providing the protections afforded to their respective clients

or for providing advice in relation to the Subsequent Offering and/or any other

matter referred to in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect the Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of material

factors could cause actual results and developments to differ materially from

those expressed or implied by these forward-looking statements.