NEXT Biometrics Group ASA — Share Issue/Capital Change 2014

Jun 20, 2014

NEXT Biometrics Group - Successful completion of the IPO

NEXT Biometrics Group - Successful completion of the IPO

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

NEXT Biometrics Group - Successful completion of the IPO

Oslo, 20 June 2014: Reference is made to the announcement made 6

June 2014 regarding the launch of the initial public offering (the

"Offering"). NEXT Biometrics Group ASA ("NEXT Biometrics" or the

"Company") is today pleased to announce the successful completion of

its Offering with its shares to be listed on Oslo Axess under the

trading symbol "NEXT". The Offering, which was priced at NOK 80 per

Offer Share, includes a total of 2,909,500 Offer Shares.

The Offering consists of 2,400,000 new shares (the "New Shares")

offered by the Company and 130,000 existing shares (the "Sale

Shares") sold by certain existing shareholders (the "Selling

Shareholders"). In addition, 379,500 shares, equal to 15% of

aggregate number of New Shares and Sale Shares (the "Additional

Shares" and together with the New Shares and Sale Shares, the "Offer

Shares") to be sold in the Offering, has been allotted pursuant to an

over-allotment option (the "Over-Allotment Option").

Following the Offering, the Selling Shareholders hold 2,730,025

shares in the Company, corresponding to 24.4% of the issued shares

(excluding the over-allotment) and 435,500 options which are subject

to a nine months lock-up period.

The Offering will raise gross proceeds to NEXT Biometrics of NOK 192

million, excluding the proceeds from any shares issued pursuant to

the Over-Allotment Option granted to the joint bookrunners. There

will be 11,187,665 shares in issue following the issuance of the

2,400,000 New Shares. The offer price of NOK 80 per share implies a

market capitalisation of NEXT Biometrics of NOK 895 million.

Trading of the shares in NEXT Biometrics on the Oslo Axess will

commence on 25 June 2014.

Approximately 98% of the Offering was allocated to investors in the

institutional offering and 2% of the Offering was allocated to investors

in the retail offering.

Notifications of allotted Offer Shares and the corresponding amount

to be paid by investors are expected to be communicated to the

investors on or about 20 June 2014. Investors having access to

investor services through their VPS account manager will be able to

check the number of Offer Shares allocated to them from

approximately 12:00 hours (CET) on 20 June 2014. The joint

bookrunners may also be contacted for information regarding

allocation.

The Company has granted the joint bookrunners an over-allotment

option exercisable by Arctic Securities as stabilisation manager within

30 days from the first day of listing to cover

over-allotments or other short positions in connection with the

Offering. A separate disclosure will be issued by the stabilisation

manager regarding the over-allotment and stabilisation activities.

The following Selling Shareholders have sold shares in the Offering:

- Ngoc Minh Dinh, Chief Technologist and board member, has sold

68,000 Sale Shares. Total shareholding following Offering: 1,632,258

shares, including 1,628,817 shares held through Ecomnex Holding AS

(in total 14.6% of the shares and votes)

- Eurostores AS, controlled by CEO Tore Etholm-Idsøe, has sold

15,000 Sale Shares. Total shareholding following Offering: 365,664

shares (3.3% of the shares and votes)

- Tore Etholm-Idsøe, CEO, has sold 20,000 Sale Shares. Total

shareholding following Offering: 139,794 shares (1.2% of the shares

and votes)

- FOCO Limited, controlled by Chairman Jan-Eivind Fondal, has

sold 15,000 Sale Shares. Total shareholding following Offering:

318,649 shares (2.8% of the shares and votes)

- Ketil Fridheim, board member, has sold 9,478 Sale Shares. Total

shareholding following Offering: 0 shares

- FKKG AS, controlled by board member Ketil Fridheim, has sold

2,522 Sale Shares. Total shareholding following Offering: 273,660

shares (2.4% of the shares and votes)

Arctic Securities ASA and Carnegie AS are acting as joint-lead

managers and joint bookrunners in connection with the Offering.

Contact person:

Tore Etholm-Idsøe

Chief Executive Officer

Phone: +47 922 32 439

Email: tore.idsoe@nextbiometrics.com

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.

For more information about the company, please visit

www.nextbiometrics.com.

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.