Flyr AS — Share Issue/Capital Change 2021

Feb 15, 2021

Flyr AS: NOK 600 million private placement successfully completed

Flyr AS: NOK 600 million private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Flyr AS: NOK 600 million private placement successfully completed

Oslo, 15 February 2021. Reference is made to the press release from Flyr AS (“Flyr” or the “Company”) published on 11 February 2021 regarding a contemplated private placement and listing on Euronext Growth Oslo.

Flyr is pleased to announce that the Private Placement (as defined below) has been successfully completed and raised gross proceeds to the Company of NOK 600 million through the allocation of 120,000,000 new shares at a price of NOK 5 per share.

The Private Placement attracted strong interest from Norwegian, Nordic and international high-quality institutional investors and was multiple times oversubscribed. Four cornerstone investors were allocated shares for NOK 165 million: (i) Nordea Investment Management NOK 60 million; (ii) Tycoon Industrier AS NOK 50 million; (iii) Sissener AS NOK 30m; and (iv) Apollo Asset Limited NOK 25 million.

The Company intends to use the net proceeds from the Primary Offering to execute the Company’s business plan and finance the ramp-up of the airline operation and for general corporate purposes.

Following the Private Placement, the Company will have 150,000,000 shares outstanding.

The Company and certain of the large shareholders in the Company as well as members of the Company's management and board have entered into customary lock-up arrangements with the Manager that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Manager, issue, sell or dispose of shares, as applicable, for a period of twelve months after the commencement of trading in the shares on Euronext Growth Oslo.

Allocation to investors will be communicated on 15 February 2021. The Private Placement will be settled by the Manager on a delivery-versus-payment basis on or about 1 March 2021 following the registration of the new share capital in the Norwegian Registry of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Manager.

Flyr has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo (the “Listing”). The first day of trading on Euronext Growth Oslo is expected to be on or about 1 March 2021.

Flyr in brief:

Flyr is a Norwegian based low-cost carrier with a demand driven business model and a primary focus on the Norwegian domestic 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. First take-off is scheduled within the first half of 2021 with a strategy of scaling up operations in line with an up-tick in demand.

Advisors:

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS are acting as Joint Managers and Joint Bookrunners in connection with the Private Placement. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company, while Advokatfirmaet CLP DA is acting as legal advisor to the Managers.

For more information, please contact:

Chief Financial Officer: Brede Huser

brede.huser@flyr.com

+47 99 16 99 74

www.flyr.no

Important notice:

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. 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.

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 "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein 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.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The Manager and their affiliates are acting exclusively for the Company and no one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

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", "aims", "expect", "anticipate", "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 believes 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 its 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. You should not place undue reliance on the forward-looking statements in this announcement.

The Private Placement and the contemplated admission to trading on Euronext Growth Oslo may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the admission to trading on Euronext Growth Oslo will occur.

This announcement is for information purposes only. It does not purport to be complete, and it 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 Manager nor any of their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Manager, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.