Flyr AS — Capital/Financing Update 2022

May 5, 2022

Flyr AS: Private Placement Successfully Placed

Flyr AS: Private Placement Successfully Placed

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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 release from Flyr AS ("Flyr" or the

"Company") published on 5 May 2022 regarding a contemplated private placement.

The Company is pleased to announce that it has raised NOK 250 million in gross

proceeds through a private placement (the "Private Placement") of 208,333,333

new shares (the "New Shares"), at a price per share of NOK 1.20. The Private

Placement was carried out on the basis of an accelerated bookbuilding process

managed by Arctic Securities AS and Carnegie AS as joint bookrunners (the

"Managers") after close of markets on 5 May 2022.

The net proceeds from the Private Placement will be used to re-establish the

Company's financial position, fund expanding flight operations after the re

-opening, and general corporate purposes.

The Private Placement is divided into two tranches. The first tranche consists

of 29,787,349 New Shares ("Tranche 1") which is tradeable on Euronext Growth

Oslo upon receipt of notifications of allocation, expected to be on 6 May 2022.

The New Shares in Tranche 1 will be settled on a delivery versus payment basis

by delivery of existing and unencumbered shares listed on Euronext Growth Oslo

pursuant to a share lending agreement between the Company, the Managers and

Ojada AS . The share loan will be settled with new shares resolved issued by the

board of directors of the Company pursuant to an authorization granted by the

Company's extraordinary general meeting held on 4 January 2022. The share

capital increase pertaining to Tranche 1 is expected to be registered in the

NRBE on or about 11 May 2022.

The second tranche consists of 178,545,984 New Shares ("Tranche 2"). The issue

of the New Shares in Tranche 2 is subject to approval of the Company's

extraordinary general meeting expected to be held on or about 13 May 2022 (the

"EGM"). The New Shares conditionally allocated to investors in Tranche 2 will be

tradeable on Euronext Growth Oslo following a stock exchange announcement by the

Company announcing the registration of the share capital increase pertaining to

the New Shares in Tranche 2 in the Norwegian Register of Business Enterprises

("NRBE") on or about 16 May 2022. Settlement of the New Shares in Tranche 2 will

be on a delivery versus payment basis pursuant to a pre-payment agreement

between the Company and the Managers.

New Shares have been allocated among applicants on a pro-rata basis based on

their overall allocation in the Private Placement, except for Ojada AS who have

agreed to take delivery of their full allocation in Tranche 2.

Notification of allocation of New Shares in Tranche 1 and conditional allocation

of New Shares in Tranche 2 is expected to be distributed to investors on 6 May

Completion of Tranche 2 is subject to (i) the EGM resolving to issue the New

Shares in Tranche 2 and (ii) the registration of the share capital increase

pertaining to the New Shares in Tranche 2 with the NRBE and registration in the

VPS. Completion of Tranche 1 will not be conditional upon the completion of

Tranche 2. Investors that are allocated shares in the Private Placement

undertake to vote in favour of Tranche 2 at the EGM.

Following registration of the new share capital pertaining to Tranche 1 of the

Private Placement, the Company will have a share capital of NOK 908,947.366

divided into 454,473,683 shares, each with a par value of NOK 0.002. Following

registration of the new share capital pertaining to Tranche 2 of the Private

Placement, and subject to fulfilment of the conditions for Tranche 2, the

Company will have a share capital of NOK 1,266,039.334 divided into 633,019,667

shares, each with a par value of NOK 0.002.

Completion of the Private Placement implies a deviation from the pre-emptive

rights of the existing shareholders of the Company under the Norwegian Private

Limited Companies Act. When resolving the issuance of the New Shares in the

Private Placement, the Board considered this deviation and also the equal

treatment obligations under the Norwegian Securities Trading Act, the rules on

equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal

treatment. The Board is of the opinion that there are sufficient grounds to

deviate from the pre-emptive rights and that the Private Placement is in

compliance with the equal treatment requirements, in particular in view of the

current market conditions. By structuring the transaction as a private

placement, the Company was able to raise capital in an efficient manner with

significantly lower completion risks compared to a rights issue and strengthen

the Company's shareholder base. When reaching this conclusion, the Board also

emphasized that it intends to carry out the Subsequent Offering, as further

described below.

Subject to, inter alia, completion of the Private Placement, approval by the EGM

and the prevailing market price of the Company's shares, Flyr will carry out a

subsequent offering (the "Subsequent Offering") of up to 62,500,000 new shares

in the Company. The Subsequent Offering will, if made, be directed towards

existing shareholders in the Company as of 5 May 2022 (as registered with the

VPS two trading days thereafter) who (i) were not allocated New Shares in the

Private Placement, and (ii) 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 (the "Eligible

Shareholders"). The Eligible Shareholders are expected to be granted non

-tradeable subscription rights. The subscription price in the Subsequent

Offering will be the same as in the Private Placement. The Company reserves the

right, at its sole discretion, to not conduct or to cancel the Subsequent

Offering.

The following persons discharging managerial responsibilities and close

associates have been allocated New Shares in the Private Placement, which is

regarded as PDMR/PCA trades under the Market Abuse Regulation (EU) No 596/2014:

-             Erik G. Braathen was allocated 12,500,000 shares via Ojada AS

Detailed information on the PDMR/PCA trade will be disclosed separately.

Advisors

Arctic Securities AS and Carnegie AS act as Joint Bookrunners in the Private

Placement.

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

potential Private Placement 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 Private Placement

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.