NEXT Biometrics Group ASA — Share Issue/Capital Change 2017

Feb 6, 2017

NEXT - CONTEMPLATED PRIVATE PLACEMENT AND TRADING UPDATE

NEXT - CONTEMPLATED PRIVATE PLACEMENT AND TRADING UPDATE

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 - CONTEMPLATED PRIVATE PLACEMENT AND TRADING UPDATE

The board of directors (the "Board of Directors") of NEXT Biometrics Group ASA ("NEXT" or the "Company") has

retained Carnegie, DNB Markets and Pareto Securities (the "Managers") to advise on and effect a private placement of

new shares directed towards Norwegian and international investors after the close of Oslo Stock Exchange today 6

February 2017 (the "Private Placement").

In the Private Placement, the Company is offering up to 1,167,000 new shares, representing approx. 8% of the

outstanding capital of the Company. The net proceeds from the Private Placement will be used to invest in increased

flexible sensor production capacity, further smart card related R&D and general corporate purposes.

The subscription price in the Private Placement will be determined through an accelerated bookbuilding process. The

minimum subscription and allocation in the Private Placement has been set to the number of new shares that equals an

aggregate subscription price of at least the NOK equivalent of EUR 100,000.

The bookbuilding period for the Private Placement will commence today 6 February 2017 at 16:30 hours (CET) and

close on 7 February 2017 at 08:00 hours (CET). The Company may, however, at any time resolve to close or extend the

bookbuilding period at its own discretion and for any reason.

The Company will announce the final number of shares placed and the final subscription price in the Private Placement

in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange

tomorrow, 7 February 2017.

Notification of allotment and payment instructions will be communicated to the applicants by the Managers on or about

7 February 2017, subject to any shortenings or extensions of the bookbuilding period. Settlement of the allocated new

shares is expected to take place on a delivery versus payment basis on or about 9 February 2017. The new shares are

tradable upon the registration of the share capital increase pertaining to the Private Placement with the Norwegian

Register of Business Enterprises (expected on or about 8 February 2017).

The completion of the Private Placement is subject to approval by the Board of Directors and registration of the share

capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises.

The share issuance will be carried out as a private placement in order to complete a transaction and without the

significant discount typically seen in rights issues, and also for the Company to be able to complete a transaction in

today's market conditions. As a consequence of the Private Placement structure, the shareholders' preferential rights

will be deviated from.

Trading update:

- The total revenues for 2016 was NOK 92 million compared to NOK 5 million in 2015

- NEXT's sales were NOK 32 million in Q4 2016 compared to NOK 28 million in Q3 2016

- New total shipment milestone: 1.5 million sensors shipped during Q4 2016

- Ritu Favre, former SVP and GM Synaptics appointed as new CEO

- Mass production of the flexible sensor on track for summer 2017

- Successful release of the second-generation rigid sensors with industry standard high level yields realized in sensor

modules from Q4 2016.

- Successful tests of the second generation ASIC. Project for cost down in excess of USD 2.50 per module on track

- NEXT delivered more than 130,000 fingerprint sensors mainly to the Notebook segment in January 2017, and expect

this level to increase during Q1 2017

- Significant strategic smart card customer progress. After the first smartcard order was signed in April 2016, the

company won two more volume orders for flexible sensors. NEXT have to date been chosen as supplier for all known

smart card market volume projects.

- Cash and cash equivalents amounted to NOK 106 million by the end of Q4 2016 compared to NOK 157 million by the

end of Q3 2016. The Company will announce its quarterly report for Q4 2016 on 28 February 2017.

Contact person:

Tore Etholm-Idsøe, CEO, +47 922 32 439, tore.idsoe@nextbiometrics.com

ABOUT NEXT Biometrics:

Enabled by its patented NEXT Active Thermal principle, NEXT Biometrics (www.NextBiometrics.com) offers high quality

area fingerprint sensors at a fraction of the prices of comparable competitors. A wide range of product formats

including smartcards, smartphones, tablets, PC's, access control, time registration systems, wearables, payment

terminals, flash drives, USB tokens, key fobs and many more are targeted. NEXT Biometrics Group ASA is a publicly

listed company headquartered in Oslo, Norway and with sales, support and development subsidiaries in Seattle, Silicon

Valley, Taipei, Prague and Shanghai.

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.