Navamedic

Share Issue/Capital Change • Jun 23, 2025

Navamedic ASA: Key information relating to the Rights Issue

Navamedic ASA: Key information relating to the Rights Issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE

PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES

DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS

ANNOUNCEMENT.

Reference is made to the announcement made by Navamedic ASA (the "Company" or

"Navamedic", and OSE ticker "NAVA") earlier today, on 23 June 2025, regarding

Navamedic entering into an asset purchase agreement for the acquisition of the

business of dne Pharma AS for a total consideration of up to NOK 225 million

(the "Acquisition"), and the contemplated partly underwritten rights issue, to

raise gross proceeds of between NOK 110 million and NOK 130 million (the "Rights

Issue") to partly finance the consideration to be paid in the Acquisition.

Key information relating to the Rights Issue based on the current plan is set

out below.

Date on which the terms and conditions of the rights issue were announced: 23

June 2025.

Last day including right: 14 July 2025 (assuming normal T+2 settlement).

Ex-date: 15 July 2025 (assuming normal T+2 settlement).

Record Date: 16 July 2025.

Date of approval: 14 July 2025.

Maximum number of new shares: 6,046,511.

Subscription price: NOK 21.50.

Ratio preferential rights: To be announced when the final terms and conditions

of the Rights Issue are announced.

Subscription ratio: 1:1 (number of new shares per subscription right).

Managers: DNB Carnegie, a part of DNB Bank ASA and Nordea Corporate Finance, a

part of Nordea Bank Abp, filial i Norge.

Will the rights be listed yes/no: Yes, the subscription rights are expected to

be listed on Euronext Oslo Børs and the ticker code will be announced when

determined.

ISIN for the preferential rights: To be announced when determined.

Other information: The Rights Issue is subject to (i) approval by the

extraordinary general meeting (the "EGM") and (ii) publication of a prospectus

for offering and listing of the new shares to be approved by the Norwegian

Financial Supervisory Authority. Further information regarding the Rights Issue

will be provided in the notice of the EGM and the prospectus.

This information is subject to the disclosure requirements pursuant to Section 5

-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Kathrine Gamborg Andreassen, CEO, Mobile: +47 951 78 880 E-mail:

kathrine@navamedic.com

Lars Hjarrand, CFO, Mobile: +47 917 62 842 E-mail: Lars.Hjarrand@navamedic.com

About Navamedic

Navamedic ASA is a full-service provider of high-quality healthcare products to

hospitals and pharmacies. Navamedic meets the specific medical needs of patients

and consumers by leveraging its highly scalable market access platform, leading

category competence and local knowledge. Navamedic is present in all the Nordic

countries, the Baltics and Benelux, with sales representation in the UK and

Greece. Navamedic is headquartered in Oslo, Norway, and listed on the Oslo Stock

Exchange (ticker: NAVA). For more information, please visit www.navamedic.com.

- IMPORTANT INFORMATION -

This announcement does not constitute an offer of securities for sale or a

solicitation of an offer to purchase securities of the Company in the United

States or any other jurisdiction. Copies of this document may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. The securities of the Company may not be offered or

sold in the United States absent registration or an exemption from registration

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

The securities of the Company have not been, and will not be, registered under

the U.S. Securities Act. Any sale in the United States of the securities

mentioned in this communication will be made solely to "qualified institutional

buyers" as defined in Rule 144A under the U.S. Securities Act. No public

offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by

means of a prospectus. This announcement is an advertisement and is not a

prospectus for the purposes of Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 on prospectuses to be published

when securities are offered to the public or admitted to trading on a regulated

market, and repealing Directive 2003/71/EC (as amended) as implemented in any

EEA Member State (the "Prospectus Regulation"). Investors should not subscribe

for any securities referred to in this announcement except on the basis of

information contained in the prospectus. Copies of the prospectus will,

following publication, be available from the Company's registered office and,

subject to certain exceptions, on the website of the Managers.

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

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State.

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors who (i) are 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) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). These materials are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement 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 document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America.

The managers are acting for the Company in connection with the Rights Issue and

no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to their respective clients or for providing

advice in relation to the Rights Issue or any transaction or arrangement

referred to in this announcement.

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 "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking

statements contained in this announcement speak only as at its date and are

subject to change without notice. This announcement is made by and is the

responsibility of, the Company. Neither the Managers 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. No reliance may be

placed for any purpose on the information contained in this announcement or its

accuracy, fairness or completeness. Neither the Managers nor any of their

respective affiliates accepts any liability arising from the use of this

announcement.