NEXT Biometrics Group ASA — Capital/Financing Update 2019

Mar 1, 2019

NEXT Biometrics Group ASA – Prospectus approved and tranche 2 private placement shares transferred from Merkur market to main list

NEXT Biometrics Group ASA – Prospectus approved and tranche 2 private placement shares transferred from Merkur market to main list

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 – PROSPECTUS APPROVED AND TRANCHE 2 PRIVATE PLACEMENT SHARES TRANSFERRED FROM MERKUR MARKET TO MAIN LIST

Oslo, 1 March 2019: Reference is made to the stock exchange announcement by NEXT Biometrics Group ASA ("NEXT" or the "Company") on 24 January 2019 regarding the successfully completed private placement raising gross proceeds of NOK 160 million (the "Private Placement") and the stock exchange announcement on 25 January 2019 regarding key information relating to the subsequent offering and listing of up to 3,500,000 new shares, each with a nominal value of NOK 1.00 (the "Offer Shares") at a subscription price of NOK 8.00 per Offer Share (the "Subscription Price") to be carried out by NEXT (the "Subsequent Offering").

The Private Placement was divided into two tranches. Tranche 1 consists of 1,923,000 offer shares. Tranche 2 consists of 18,077,000 offer shares (the "Tranche 2 Private Placement Shares").

The Financial Supervisory Authority of Norway has approved a prospectus dated 1 March 2019 (the "Prospectus") which has been prepared in connection with listing of the Tranche 2 Private Placement Shares and the Subsequent Offering. The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available on the following websites: www.carnegie.no and www.dnb.no/emisjoner. Printed copies of the prospectus may also be obtained free of charge at the offices of NEXT Biometrics Group ASA, Universitetsgaten 10, 0164 Oslo, Norway or by contacting the Managers (as defined below).

The Tranche 2 Private Placement Shares have been temporarily registered on a separate ISIN (ISIN NO0010843584) and listed on Merkur Market as of 20 February 2019. The Tranche 2 shares will be transferred to the same ISIN and ticker as the rest of the issued shares by NEXT and listed on the Oslo Stock Exchange as soon as practicable possible, expected to take place on or about 4 March 2019.

The subscription period for the Subsequent Offering is from and including Monday 4 March 2019 until Monday 11 March 2019 at 16:30 hours (CET) (the "Subscription Period"). The payment for Offer Shares allocated to a subscriber falls due on 15 March 2019. The share capital increase pertaining to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret) on or about 19 March 2019. The Offer Shares are expected to be delivered to the subscribers and commence trading on the Oslo Stock Exchange on or about the next day.

Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as Managers for the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as 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, Bengaluru and Shanghai.

Media contact:

Tanja Moehler, tanja.moehler@nextbiometrics.com

Investor contacts for NEXT Biometrics:

Ritu Favre (CEO), Ritu.Favre@NEXTbiometrics.com

Knut Stålen (CFO), Knut.Stalen@NEXTbiometrics.com

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.