Flyr AS — Capital/Financing Update 2022

Jan 24, 2022

Flyr AS - Final results of Rights Issue

Flyr AS - Final results of 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.

Reference is made to the stock exchange announcement by Flyr AS (the "Company")

on 21 January 2022 regarding the preliminary results of the fully underwritten

rights issue of 263,157,894 new shares in the Company at a subscription price of

NOK 0.95 per share (the "Offer Shares"), raising gross proceeds of NOK 250

million (the "Rights Issue").

At the expiry of the subscription period in the Rights Issue, the Company had

received valid subscriptions for a total of 375,618,916 Offer Shares.

Consequently, the Rights Issue was oversubscribed by approximately 43%.

The final allocation of the Offer Shares have been completed based on the

allocation criteria set out in the prospectus prepared by the Company in

connection with the Rights Issue, dated 6 January 2022. 211,997,046 Offer Shares

have been allocated based on validly exercised subscription rights during the

subscription period. 28,480,156 Offer Shares have been allocated to underwriters

of the Rights Issue who has subscribed for Offer Shares during the subscription

period (not based on subscription rights). 22,680,692 Offer Shares have been

allocated to subscribers who has exercised subscription rights and over

-subscribed on a pro rata basis based on the number of subscription rights

exercised.

Notifications of allocated Offer Shares and the corresponding subscription

amount to be paid by each subscriber will be distributed today, 24 January 2022.

The payment date for the Offer Shares is 25 January 2022.

The Offer Shares may not be transferred or traded before they have been fully

paid by all subscribers and the share capital increase pertaining to the Rights

Issue has been registered with the Norwegian Register of Business Enterprises.

Subject to timely payment of the aggregate subscription amount in the Rights

Issue, it is expected that the Company's new share capital following the Rights

Issue will be registered with the Norwegian Register of Business Enterprises on

or about 1 February 2022 and that Offer Shares will be delivered to subscribers

to whom they are allocated on or about the same date. Subject to the

aforementioned, the Offer Shares are expected to be tradable on Euronext Growth

Oslo on or about 1 February 2022.

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.

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 (i.e. Arctic Securities

AS, Carnegie AS and SpareBank 1 Markets AS) of the Rights Issue to publish a

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

prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in

relation to such offer. Neither the Company nor any of the managers of the

Rights Issue 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 of the Rights

Issue 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 of the Rights Issue 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 of the Rights Issue nor any of its affiliates accepts any liability

arising from the use of this announcement.

In connection with the Rights Issue, the managers of the Rights issue 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.