Flyr AS — Proxy Solicitation & Information Statement 2021

Dec 22, 2021

Flyr - Notice of extraordinary general meeting

Flyr - Notice of extraordinary general meeting

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 published by Flyr AS (the

"Company") on 8 November 2021 regarding a contemplated fully underwritten rights

issue in the Company, to raise gross proceeds of NOK 250 million (the "Rights

Issue").

An extraordinary general meeting will be held in the Company on 4 January 2022

at 18:00 hours (CET) to approve, inter alia, the Rights Issue. The notice for

the extraordinary general meeting and appendices are enclosed and will be

available at www.flyr.com/investor.

The extraordinary general meeting will be held electronically through Lumi. For

virtual participation, please use this link: https://web.lumiagm.com/166061335.

Reference and PIN codes to the meeting are available on VPS Investor Services

(www.euronextvps.no), or on the advance voting, attendance and proxy form

attached to the notice to the individual shareholder.

Shareholders may also vote in advance or submit a proxy within 3 January 2022 at

16:00 hours (CET), please refer the proxy and advance voting form included with

the notice for further information.

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 of the Rights Issue 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 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.