Flyr AS — Share Issue/Capital Change 2022

May 5, 2022

Flyr AS: Contemplated Private Placement

Flyr AS: Contemplated Private Placement

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.

Flyr AS ("Flyr" or the "Company") has engaged Arctic Securities AS and Carnegie

AS as joint bookrunners (jointly the "Managers") to advise on and effect a

contemplated private placement of new ordinary shares in the Company (the "New

Shares"), raising gross proceeds of NOK 225 - 250 million (the "Private

Placement"). The subscription price per New Share in the Private Placement (the

"Offer Price") will be set by the Company's Board of Directors (the "Board") on

the basis of an accelerated book-building process conducted by the Managers.

Flyr is experiencing strong production and passenger growth after the reopening

following the government-imposed restrictions related to the omicron wave of the

Covid-19 pandemic, and is currently seeing strong momentum in bookings towards

the summer season. 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.

Ojada AS, a company controlled by the chairman of the Board, Erik G. Braathen,

has pre-subscribed for, and will be allocated, New Shares for NOK 15 million in

the Private Placement.

The application period in the Private Placement will commence today, 5 May 2022

at 16:30 CEST and close on 6 May 2022 at 08:00 CEST. The Managers and the

Company may, however, at any time resolve to close or extend the application

period on short or without notice. If the application period is shortened or

extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and

international investors (a) outside the United States in reliance on Regulation

S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"),

and (b) to investors in the United States who are "qualified institutional

buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each

case subject to an exemption being available from prospectus requirements and

any other filing or registration requirements in the applicable jurisdictions

and subject to other selling restrictions. The minimum application and

allocation amount have been set to the NOK equivalent of EUR 100,000 per

investor. The Company may, however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirements pursuant to the Norwegian Securities Trading Act and ancillary

regulations are available. Further selling restrictions and transaction terms

will apply.

Allocation of New Shares will be determined on or about 6 May 2022 by the Board

at its sole discretion and in consultation with the Managers. The Board may

focus on allocation criteria such as (but not limited to) existing ownership in

the Company, timeliness of the application, price leadership, relative order

size, sector knowledge, perceived investor quality and investment horizon.

Settlement and conditions

The Private Placement will be divided into two tranches. Tranche 1 will consist

of 29,787,349  New Shares (representing approximately 7% of the outstanding

shares in the Company) ("Tranche 1"). Tranche 2 will consist of the number of

New Shares that, together with Tranche 1, is necessary in order to raise gross

proceeds amounting to the final size of the Private Placement ("Tranche 2").

Allocations of New Shares to investors are expected to be split between Tranche

1 and Tranche 2 on a pro rata basis. However, to the extent investors request to

be allocated shares in Tranche 2, the Company will seek to accommodate this

(with the result that other investors may receive a larger part of their

allocation in Tranche 1). Ojada AS has agreed to take delivery of their full

allocation of New Shares in Tranche 2.

New Shares in Tranche 1 is expected to be settled with existing and unencumbered

shares in the Company that are already 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 to be resolved issued by the Board

pursuant to an authorization granted by the Company's extraordinary general

meeting held on 4 January 2022 (the "Board Authorization").

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 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.

Completion of Tranche 1 of the Private Placement is subject to approval by the

Board pursuant to the Board Authorization, while completion of Tranche 2 of the

Private Placement is subject to (i) the approval by the EGM, and (ii)

registration of the share capital increase pertaining to the New Shares in

Tranche 2 in the Norwegian Register of Business Enterprises. Further to this,

completion of both Tranche 1 and Tranche 2 are subject to the Company resolving

to consummate the Private Placement and allocate the New Shares. The Company

reserves the right, at any time and for any reason, to cancel, and/or modify the

terms of, the Private Placement prior to completion. Neither the Company nor the

Managers will be liable for any losses incurred by applicants if the Private

Placement is cancelled, irrespective of the reason for such cancellation.

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular

no. 2/2014 and is of the opinion that the waiver of the preferential rights

inherent in a private placement, taking into consideration the time, costs and

risk of alternative methods of the securing the desired funding is in the common

interest of Company and its shareholders.

Potential subsequent offering

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

and prevailing market price of the Company's shares, the Board will consider

whether it is appropriate to carry out a subsequent offering (the "Subsequent

Offering") at the Offer Price. Any such Subsequent Offering, if applicable and

subject to applicable securities laws, would 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 Company reserves the

right in its sole discretion to not conduct or to cancel the Subsequent

Offering.

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.