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NEXT Biometrics Group ASA Capital/Financing Update 2018

Jun 8, 2018

3671_rns_2018-06-08_eaffeb35-fa4d-490d-be01-3a5e3f139b59.html

Capital/Financing Update

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NEXT BIOMETRICS GROUP ASA - RESOLUTION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH THE SUBSEQUENT OFFERING

NEXT BIOMETRICS GROUP ASA - RESOLUTION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH THE SUBSEQUENT OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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.

NEXT BIOMETRICS GROUP ASA - RESOLUTION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH THE SUBSEQUENT OFFERING

Reference is made to the stock exchange announcement by NEXT Biometrics Group ASA ("NEXT" or the "Company") on 21 March 2018 regarding the successfully completed private placement raising gross proceeds of NOK 120 million (the "Private Placement") and the stock exchange announcement on 22 March 2018 regarding key information relating to the repair issue and listing of up to 200,000 new shares, each with a nominal value of NOK 1.00 (the "Offer Shares") at a subscription price of NOK 42 per Offer Share (the "Subscription Price") to be carried out by NEXT (the "Subsequent Offering").

Reference is further made to the annual general meeting held 15 May 2018 at which the general meeting of Company authorised the board of directors to increase the share capital of the Company in connection with the subsequent offering. Today, the board of directors resolved to increase the share capital by minimum NOK 1 and maximum NOK 200,000 in connection with the Subsequent Offering.

The Subsequent Offering is subject to approval by the Financial Supervisory Authority of Norway of the prospectus prepared in connection with the Subsequent Offering. It is expected that the prospectus will be approved by the Financial Supervisory Authority of Norway on or about 8 June 2018 and that the subscription period for the Subsequent Offering is from and including 11 June 2018 to 18 June 2018 at 16:30 hours (CET).

Shareholders in the Company as of 21 March 2018, as registered in the VPS on 23 March 2018, who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action is granted non-transferable subscription rights that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price.

Carnegie AS and DNB Markets, a part of DNB Bank ASA, acted as managers for the Subsequent Offering. Advokatfirmaet Thommessen AS is legal counsel to the Company.

About NEXT Biometrics

NEXT provides advanced fingerprint sensor technology that delivers uncompromised security and accuracy for the best possible user experience in the smart card, government ID, access control and notebook markets. The company's patented NEXT Active Thermal principle allows the development of large, high quality fingerprint sensors in both rigid and flexible formats. NEXT Biometrics Group ASA (www.nextbiometrics.com) is headquartered in Oslo, with sales, support and development operations in Seattle, Silicon Valley, Taipei, Prague and Shanghai.

Media contact:

Tom Beermann, [email protected]

Investor contact:

Knut Stalen, [email protected]

IMPORTANT NOTICE:

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other 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 "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. 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 the securities referred to in this announcement will be made by means of a prospectus.

This announcement is 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 announcement except on the basis of information contained in the aforementioned 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.

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

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.