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Navamedic

Share Issue/Capital Change Sep 22, 2025

3668_rns_2025-09-22_b0ab7e4d-f632-466e-8d44-9399b984d088.html

Share Issue/Capital Change

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Navamedic ASA: Commencement of the subscription period for the rights issue

Navamedic ASA: Commencement of the subscription period for 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.

Oslo, 22 September 2025: Reference is made to the previous stock exchange

announcements published by Navamedic ASA (the "Company") regarding the partly

underwritten rights issue of up to 6,046,511 new shares in the Company (the

"Offer Shares"), at a subscription price of NOK 21.50 per share (the

"Subscription Price") (the "Rights Issue").

The terms and conditions of the Rights Issue are set out in a prospectus

prepared by the Company dated 19 September 2025 (the "Prospectus"). Subject to

applicable local securities laws, theProspectus, including the subscription form

for the Rights Issue, is made available at the Company's website

www.navamedic.com (http://www.navamedic.com), as well as at www.dnb.no/emisjoner

(http://www.dnb.no/emisjoner) and www.nordea.com/en/issuances

(http://www.nordea.com/en/issuances).

The subscription period for the Rights Issue will commence today, 22 September

2025, at 09:00 hours (CEST) and expire on 6 October 2025 at 16:30 hours (CEST)

(the "Subscription Period"). The Subscription Rights (as defined below) will be

tradable on the Oslo Stock Exchange under the ticker code "NAVAT" from today, 22

September 2025 at 09:00 hours (CEST) until 30 September 2025 at 16:30 hours

(CEST).

Subscription Rights: Shareholders of the Company as of 14 July 2025 (and being

registered as such in Euronext Securities Oslo, the Norwegian Central Securities

Depository (the "CSD") as of 16 July 2025 pursuant to the two days' settlement

procedure of the CSD (the "Record Date", and such shareholders, the "Existing

Shareholders")), have been granted tradable subscription rights (the

"Subscription Rights") in the Rights Issue.

Each Existing Shareholder has been granted 0.34233 Subscription Rights for each

existing share in the Company registered as held by the Existing Shareholder as

of the Record Date, rounded down to the nearest whole Subscription Right. Each

Subscription Right will, subject to applicable law, give the right to subscribe

for, and be allocated one (1) new share at the Subscription Price. Over

-subscription (i.e. subscription for more Offer Shares than the number of

Subscription Rights held by the subscriber entitles the subscriber to be

allocated) and subscription without Subscription Rights will  be permitted, but

with no guaranteed allocation and with allocation to the underwriters of the

Rights Issue for the underwritten amount (as described below) prior to

allocation to subscriptions without Subscription Rights.

The allocation to, or acquisition of Subscription Rights by, and the

subscription of Offer Shares by, persons resident in, or who are citizens of

countries other than Norway, may be affected by the laws of the relevant

jurisdiction. For a further description of such restrictions, reference is made

to the introductory part on page (i)-(iii) and Section 14 "Selling and Transfer

Restrictions" of the Prospectus.

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange

from 09:00 hours (CEST) on 22 September 2025 to 16:30 hours (CEST) on 30

September 2025 under the ticker code "NAVAT". The Subscription Rights will hence

only be tradable during a part of the Subscription Period.

Subscription Rights that are (i) not sold before 16:30 hours (CEST) on 30

September 2025, or (ii) not used to  subscribe for shares in the Rights Issue

prior to expiry  of the Subscription Period on 6 October 2025 at 16:30 hours

(CEST) will lapse without compensation to the holder, and thus be without value.

The Subscription Rights are expected to have an economic value if the Company's

shares trade above the Subscription Price during the Subscription Period.

Existing Shareholders who do not exercise their Subscription Rights will

experience a dilution of their shareholding in the Company. See Section 5.8

"Subscription Rights" and Section 5.29 "Dilution" in the Prospectus for further

information.

Underwriting: A consortium of four existing shareholders have pursuant to

separate underwriting agreements underwritten an aggregate amount of NOK

117,000,000 in the Rights Issue. Pursuant to the underwriting agreements, the

underwriters have undertaken to subscribe and pay for unsubscribed Offer Shares,

limited to their respective underwritten amount. The underwriters' underwriting

commitment is made on a pro rata basis based on their respective underwritten

amount, and is subject to certain customary conditions for such commitments as

further described in Section 5.22 "The Underwriting" of the Prospectus.

Payment, delivery and commencement of trading: The payment date in the Rights

Issue is 9 October 2025. Subject to timely payment of the Offer Shares

subscribed for and allocated in the Rights Issue, the issuance and delivery of

the Offer Shares is expected to be completed on or about 14 October 2024. The

Offer Shares are expected to commence trading on the Oslo Stock Exchange on 14

October 2025.

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

Nordea Bank Abp, filial i Norge are acting as managers (the "Managers"), for the

Rights Issue. Advokatfirmaet Thommessen AS is acting as legal advisor to the

Company.

For more information, please contact:

Kathrine Elisabeth Gamborg Andreassen, CEO, Navamedic ASA

Tel: +47 951 78 880

Email: [email protected]

Lars Hjarrand, CFO, Navamedic ASA

Tel: +47 917 62 842

Email: [email protected]

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

-12 of the Norwegian Securities Trading Act.

About Navamedic ASA

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 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 and listing of the securities referred to in this announcement have

been made by means of the 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"). The approval of the

Prospectus by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet)

should not be understood as an endorsement of the securities referred to in this

announcement. Investors should not subscribe for any securities referred to in

this announcement except on the basis of information contained in the

Prospectus, to fully understand the potential risks and rewards associated with

the decision to invest in the securities. Copies of the Prospectus are available

from the Company's registered office and, subject to certain exceptions, on the

website of the Managers.

In any EEA Member State other than Norway, 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,

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 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.

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