NEXT Biometrics Group ASA — Share Issue/Capital Change 2019

Jan 24, 2019

NEXT – SUCCESSFULLY COMPLETED PRIVATE PLACEMENT OF NOK 160 MILLION

NEXT – SUCCESSFULLY COMPLETED PRIVATE PLACEMENT OF NOK 160 MILLION

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 – SUCCESSFULLY COMPLETED PRIVATE PLACEMENT OF NOK 160 MILLION

Reference is made to the stock exchange release by NEXT Biometrics Group ASA ("NEXT" or the "Company") on 24 January 2019 regarding a contemplated private placement to raise up to NOK 160 million (the "Private Placement") by issuing new shares (the "Offer Shares"). The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of NOK 160 million at a subscription price of NOK 8.00 per share (the "Subscription Price").

The Private Placement is divided into two tranches. Tranche 1 is consisting of 1,923,000 Offer Shares (representing approximately 10% of the share capital of the Company) ("Tranche 1"). Tranche 2 is consisting of 18,077,000 Offer Shares ("Tranche 2"). The subscribers have been allocated Offer Shares pro rata between Tranche 1 and Tranche 2.

Completion of the Private Placement implies a deviation from the existing shareholders pre-emptive rights to subscribe for and be allocated new shares. The Board of Directors has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the Board of Directors has inter alia considered the implications of an underwritten rights issue given the volatility and negative development in the Company's share price, alternative financing sources, the dilutive effect of the share issue, the investor interest in the transaction, the strengthening of the shareholder base that will be achieved by the Private Placement, and that a subsequent offering is expected to be carried out.

The share capital increase pertaining to Tranche 1 of the Private Placement was resolved by the Board of Directors pursuant to an authorisation by the Company's general meeting held 15 May 2018, while the completion of the Tranche 2 of the Private Placement and the subsequent offering are subject to the approval by an extraordinary general meeting. The Board of Directors resolved to call for an extraordinary general meeting on or about 15 February 2019 (the "EGM"). The notice for the EGM is expected to be distributed on 25 January 2019.

Settlement of the allocated Offer Shares in Tranche 1 is expected to take place on a delivery versus payment basis on or about 29 January 2019. Settlement of the allocated Offer Shares in Tranche 2 is expected to take place on a delivery versus payment basis shortly after the approval by the EGM expected to be held on or about 15 February 2019. Settlement of Tranche 1 is not conditional upon settlement of Tranche 2 under the Private Placement, and if the EGM should not approve to issue Offer Shares in Tranche 2, or Tranche 2 for another reason should not be completed, acquisition of Offer Shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants.

The Offer Shares allocated in Tranche 1 will be tradable upon the registration of the share capital increase pertaining to Tranche 1 of the Private Placement with the Norwegian Register of Business Enterprises (expected on or about 29 January 2019). The Offer Shares allocated in Tranche 2 will be tradable on the Oslo Stock Exchange upon registration of the share capital increase pertaining to Tranche 2 of the Private Placement with the Norwegian Register of Business Enterprises and a listing prospectus being approved by the Financial Supervisory Authority of Norway and published (the "NFSA"). The Company expects that the listing prospectus will be approved by the NFSA on or about 15 February 2019. If there is a delay in the approval process with the NFSA, the Tranche 2 Offer Shares will be registered on a separate ISIN number until the approval of a listing prospectus and will be sought listed, and thus be tradable, on Merkur Market as soon as practically possible after the EGM until a listing prospectus has been approved by the NFSA and published. However, the Tranche 2 Offer Shares will not be tradeable prior to registration of the share capital increase pertaining to Tranche 2 of the Private Placement with the Norwegian Register of Business Enterprises.

Subject to completion of the Private Placement and all necessary corporate resolutions being made, including approval by the EGM, the Board of Directors has proposed to carry out a subsequent offering of 3,500,000 new shares in the Company directed towards shareholders in the Company as of 24 January 2019 (as registered in the VPS on 28 January 2019) who were not allocated Offer 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. Such shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in such subsequent offering will be the same as the subscription price in the Private Placement. The Company's shares will trade ex. right to participate in the subsequent offering as of 25 January 2019.

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

Investor contacts for NEXT Biometrics Group ASA:

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

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

About NEXT Biometrics Group ASA:

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 ThermalTM 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.

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.