NEXT Biometrics Group ASA — Share Issue/Capital Change 2014

Jun 6, 2014

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 launches Initial Public Offering

Oslo, 6 June 2014: NEXT Biometrics Group ASA ("NEXT Biometrics" or the "Company") launches an initial public offering (the "Offering") of its shares following its recent application for admission for trading and listing on Oslo Axess.

The board of directors of NEXT Biometrics has resolved to offer 1,600,000 New Shares and certain existing shareholders (the "Selling Shareholders") have resolved to offer up to 130,000 existing shares (the "Sale Shares") in the Offering. The total number of New Shares offered by the Company may be increased at the discretion of the Company. However, in no event will more than 2,400,000 New Shares be issued pursuant to the Offering. Furthermore, the Company has granted the joint bookrunners an Over-Allotment Option representing up to 15% of the aggregate number of New Shares and Sale Shares to be sold in the Offering (the "Over-Allotment Shares", together with the New Shares and the Sale Shares, the "Offer Shares").

The indicative price range for the Offering has been set at NOK 75 to NOK 90 per Offer Share implying a market capitalization of NEXT Biometrics prior to the Offering (based on the 8,787,665 shares outstanding) of between NOK 659 million and NOK 790 million. The final Offer Price per Share may, however, be set above or below the Indicative Price Range.

With reference to the stock exchange releases of 26 May 2014, NEXT Biometrics and Icreate Investments Limited, a subsidiary of the world largest manufacturing services provider Foxconn Technology Group ("Foxconn"), have signed a strategic level cooperation agreement, including subscription of Offer Shares in the Offering for an amount of at least NOK 30 million. The subscription from Foxconn is inter alia conditional upon NEXT Biometrics raising a total of minimum NOK 120 million.

Based on the midpoint of the indicative price range, the total value of the Offering, including the Over-Allotment Option, is expected to amount to approx. NOK 164 million.

The net proceeds from the Offering will be used for expansion of the Company's sales and marketing organisation, further development of the Company's proprietary technology, capacity investments, and increased working capital to facilitate the Company's expected near-term growth, and general corporate purposes.

Today, the Selling Shareholders hold a total of 2,860,025 shares in the Company, corresponding 32.5% of the issued and outstanding shares and 435,500 options (together the "Shareholding"). The 130,000 Sale Shares represent approx. 4% of the shareholding of the Selling Shareholders. The shares and options not sold by the Selling Shareholders in the Offering will be subject to a lock-up period of nine months.

The Offering comprises:

(i) an Institutional Offering, in which Offer Shares are being offered to (a) to institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from the prospectus requirements, and (c) in the United States to QIBs, as defined in, and in reliance on Rule 144A of the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 500,000 for investors in Norway and NOK 1,000,000 for investors outside Norway;

(ii) A Retail Offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 499,999 for each investor. Investors who intend to place an order in excess of NOK 499,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit.

The Bookbuilding Period for the Institutional Offering and the Application Period for the Retail Offering are expected to commence on 10 June 2014 at 09:00 hours (CET) and run until 16:30 hours (CET) on 19 June 2014 for the Institutional Offering and until 12:00 hours (CET) on 19 June 2014 for the Retail Offering, subject to shortening or extension. The final Offer Price per share, and the final number of Offer Shares, will be determined by the board of directors of the Company in consultation with the joint bookrunners after completion of the Bookbuilding Period for the Institutional Offering.

The outcome of the Offering is expected to be announced on or about 20 June 2014 and trading of the shares on Oslo Axess, is expected to commence on or around 25 June 2014 under the ticker symbol "NEXT".

Completion of the Offering is conditional upon (i) the board of directors of the Oslo Stock Exchange approving the application for listing of the Company's shares on Oslo Axess in a meeting to be held on 18 June 2014, (ii) the satisfaction of the conditions for admission to listing set by the Oslo Stock Exchange and (iii) the board of directors of NEXT Biometrics, in consultation with the joint bookrunners, approving the Offer Price, the issuance of the New Shares and the allocation of the Offer Shares. There can be no assurance that these conditions will be satisfied.

The terms and conditions of the Offering will be presented in the Prospectus which is expected to be published on or about 10 June 2014. The Prospectus is, subject to regulatory restrictions in certain jurisdictions, expected to be available at www.nextbiometrics.com, www.arcticsec.no and www.carnegie.no from the commencement of the Bookbuilding Period in the Offering. Hard copies of the Prospectus, once published, may also be obtained free of charge from the same date 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.

Contacts:

Tore Etholm-Idsøe Chief Executive Officer Phone: +47 922 32 439 Email: tore.idsoe@nextbiometrics.com

For more information about the company, please visit www.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.

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. Forwardlooking 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.