NEXT Biometrics Group ASA — Capital/Financing Update 2014

Jun 6, 2014

Approved prospectus

Approved prospectus

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR

INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR

JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR

RELEASE WOULD BE UNLAWFUL

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK

EXCHANGE NOTICE

Approved prospectus

Oslo, 6 June 2014: Reference is made to the stock exchange notice of

6 June 2014 regarding the initial public offering (the "Offering") of the

shares in NEXT Biometrics Group ASA ("NEXT Biometrics" or "the

Company") and the transaction details of the Offering.

The Financial Supervisory Authority of Norway has approved the

prospectus dated 6 June 2014 that has been prepared in connection

with the Offering and the listing of the Company's shares on Oslo

Axess.

The Prospectus will, subject to regulatory restrictions in certain

jurisdictions, be available from the commencement of the Offer Period

at www.arcticsec.no, nextbiometrics.no and www.carnegie.no. Hard

copies of the Prospectus may also be obtained free of charge by

contacting the Company or one of the managers.

Arctic Securities ASA and Carnegie AS are acting as joint lead

managers and joint bookrunners in connection with the Offering.

About NEXT Biometrics:

Enabled by its patented Active Thermal Principle, NEXT Biometrics

offers high quality area fingerprint sensor at low prices. A wide range

of products format including Smartphones, tablets, PC's, doors, time

registration systems, payment terminals, flashdrives, USB-tokens,

keyfobs and many more are targeted. NEXT Biometrics is

headquartered in Oslo, Norway, with sales, support and development

subsidiaries in Seattle, Taipei and Shanghai.

IMPORTANT NOTICE:

These materials are not an offer for sale of securities.

Copies of this announcement are not being made and may not be

distributed or sent into the United States, Canada, Australia, Hong

Kong, Japan or any other jurisdiction in which such distribution would

be unlawful or would require registration or other measures.

The securities have not been registered under the U.S. Securities Act

of 1933, as amended (the "Securities Act"), and may not be offered or

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

registration requirements of the Securities Act. 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 offering of securities will be made by means of a prospectus that

may be obtained from the issuer or selling security holder and that

will contain detailed information about the Company and

management, as well as financial statements. This document is an

advertisement and not a prospectus for the purposes of Directive

2003/71/EC (together with any applicable implementing measures in

any Member State, the "Prospectus Directive"). Investors should not

subscribe for any securities referred to in this document except on the

basis of information contained in the prospectus.

In any EEA Member State other than Norway that has implemented the

Prospectus Directive, this communication is only addressed to and is

only directed at qualified investors in that Member State within the

meaning of the Prospectus Directive, i.e., only to investors who can

receive the offer without an approved prospectus in such EEA Member

State.

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO

U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED

STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION

IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

This communication is only being distributed to and is only directed at

(i) persons who are outside the United Kingdom or (ii) to investment

professionals falling within Article 19(5) of the Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or

(iii) above together being referred to as "relevant persons"). The

securities are only available to, and any invitation, offer or agreement

to subscribe, purchase or otherwise acquire such securities will be

engaged in only with, relevant persons. Any person who is not a

relevant person should not act or rely on this document or any of its

contents.

Matters discussed in this release 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," "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. 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 release speak only as at its date, and are subject to change

without notice.

This information is subject of the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act.