Zelluna ASA — Capital/Financing Update 2019

May 20, 2019

Ultimovacs ASA – Underwritten initial public offering on the Oslo Stock Exchange

Ultimovacs ASA – Underwritten initial public offering on the Oslo Stock Exchange

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MAY CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION

Ultimovacs ASA – Underwritten initial public offering on the Oslo Stock Exchange

Oslo, 20 May 2019: The cancer vaccine company Ultimovacs ASA (“Ultimovacs” or the “Company”) today announces the terms of the underwritten Initial Public Offering (the "IPO") and resolves to apply for a listing on the Oslo Stock Exchange. Subject to approval of the listing application to be submitted to the Oslo Stock Exchange on or about 21 May 2019 and a successful completion of the IPO, the Company is expected to be admitted to listing and commence trading on the Oslo Stock Exchange on or about 3 June 2019 under the ticker “ULTIMO”.

Introduction to Ultimovacs

Ultimovacs is a pharmaceutical company focused on developing a universal cancer vaccine applicable to most types of cancer.

Ultimovacs’ lead product UV1 is a universal cancer vaccine developed to enable the immune system to identify and kill cancer cells. UV1 is a therapeutic cancer vaccine that activates the immune system to recognize telomerase ("hTERT"). hTERT is a universal antigen expressed at a high level in over 85% of human tumors. hTERT is present over the lifetime of the tumor and does not disappear as a result of mutations in the tumor.

Ultimovacs has already completed three phase I/IIa studies generating promising clinical data in patients with malignant melanoma, non-small-cell lung cancer (NSCLC) and prostate cancer. The studies have shown that UV1 is able to create the intended improvements in the immune system in at least four out of five patients. The vaccine has a favorable safety profile and is an off-the-shelf solution that does not require any complex infrastructure to use.

Ultimovacs' projected development plan aims to document the clinical benefit of UV1 for patients. The following clinical trials are currently ongoing or under preparations:

• A study to document safety of the combination of UV1 and current standard immunotherapy (anti-PD-1) in metastatic malignant melanoma (ongoing)

• A randomized phase II clinical trial in first-line metastatic malignant melanoma to document the effect of UV1 in combination with two established immunotherapies (anti-PD-1 and anti-CTLA-4, trial under preparation)

Ultimovacs will pursue partnerships and clinical collaborations to evaluate UV1 in other cancer types and other drug combinations. Ultimovacs will also over time seek to document clinical effect of the vaccine beyond malignant melanoma.

Øyvind Kongstun Arnesen, CEO of Ultimovacs, commented:

”I have been with Ultimovacs since the company was established. We have worked hard over the last seven years to reach the current position where we see strong signals of clinical effect of our universal cancer vaccine UV1. We also have a good scientific understanding of the mode of action of the vaccine. I am proud to see that we can now initiate a large, international randomized trial to document the clinical effect of the vaccine.”

Jonas Einarsson, Chairman of the Board, commented:

“The owners have strongly supported Ultimovacs throughout the life of the company. Building on continued strong financial support from the current shareholders, Ultimovacs is now seeking broader financing through an IPO for the important next step in developing the promising cancer vaccine.”

The IPO in detail

The price per Offer Share (as defined below) is set to NOK 31.25, corresponding to a pre-money equity valuation of approximately NOK 500 million. The Company intends to raise gross proceeds of NOK 370 million by offering of 11,840,000 new shares (the "Offer Shares"). The Company intends to use net proceeds from the Offer Shares to fund 1) a Proof of Concept Phase II study in malignant melanoma, 2) preclinical development of second product candidate and the TET platform technology and 3) general and administrative activities.

The IPO has been underwritten on certain terms and conditions by an underwriting syndicate consisting of Gjelsten Holding AS, Canica AS, Helene Sundt AS, CGS Holding AS, Watrium AS, Langøya Invest AS and Radiumhospitalets Forskningsstiftelse, all existing shareholders in the Company. Gjelsten Holding AS, Canica AS, Watrium AS and the Sundt family (represented by CGS Holding AS and Helene Sundt AS) have pre-subscribed and will be allocated shares equal to NOK 25 million each (NOK 100 million in total).

Further, in order to facilitate for potential price stabilisation activities, Canica AS, Gjelsten Holding AS and Helene Sundt AS and CGS Holding AS have granted DNB Markets (the “Stabilisation Manager”), on behalf of the Managers, a put option to which the Stabilisation Manager may require the existing shareholders to purchase an aggregate of up to 960,000 shares at the end of the stabilisation period.

The Company, its largest shareholders together with the Company's directors and managers agree to be subject to customary lock-up, subject to certain exceptions, on their ability to sell or transfer their Shares. The Company, its directors and managers are subject to such restrictions for a period of 12 months after the commencement of trading on Oslo Stock Exchange. The largest shareholders of the Company are subject to such restrictions for a period of 6 months after the commencement of trading on Oslo Stock Exchange.

Further details of the IPO and the terms thereof will be set out in the prospectus prepared by the Company in connection with the IPO (the "Prospectus"). The Prospectus is expected to be approved by the Financial Supervisory Authority of Norway on or about 20 May 2019. The Prospectus and the application form for the retail offering will, subject to regulatory restrictions in certain jurisdictions, be available at www.ultimovacs.no, www.abgsc.no and www.dnb.no/emisjoner. Hard copies of the Prospectus can be obtained free of charge by contacting either of the Managers (as defined below) or the Company.

Subject to approval of the Prospectus, the offer period for the institutional offering is expected to commence on 21 May 2019 and run until 15:00 hours (CEST) on 29 May 2019. The application period for the retail offering is expected to commence on 21 May 2019 and run until 12:00 hours (CEST) on 29 May 2019. The offer period and the application period may be shortened or extended at any time. The offer period and the application period may in no event expire prior to 16:30 hours (CEST) on 28 May 2019 or extended beyond 15:00 hours (CEST) on 7 June 2019. In the event of a shortening or an extension of the bookbuilding period and the application period, the allocation date, the payment due date and/or the date of delivery of Offer Shares may be changed accordingly, but the date of the listing and commencement of trading on the Oslo Stock Exchange will not necessarily be affected.

Completion of the IPO is conditional upon the Oslo Stock Exchange's board of directors, in a meeting expected to be held on 24 May 2019, approving the Company's application for listing of the Shares and the satisfaction of the conditions for admission to trading set by the Oslo Stock Exchange, which are expected to be that (a) Ultimovacs will have in excess of 500 shareholders for Oslo Børs (or in excess of 100 shareholders for Oslo Axess), each holding Shares with a value of more than NOK 10,000 and (b) there will be a minimum free float of the Shares of 25%.

The IPO comprises:

(i) An institutional offering , in which Offer Shares are being offered to (a) investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from any prospectus and registration requirements, and (c) investors in the United States who are QIBs in transactions exempt from registration requirements under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 1,000,000.

(ii) A retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 999,999 for each investor.

ABG Sundal Collier and DNB Markets (jointly the “Managers”), are acting as Joint Global Coordinators and Joint Bookrunners in the IPO. Advokatfirmaet Schjødt AS is acting as legal counsel to the Company. Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers.

For further information, please see www.ultimovacs.com or contact:

Øyvind Kongstun Arnesen, CEO

oeyvind.arnesen@ultimovacs.com, +47 469 33810

Hans Vassgård Eid, CFO

hans.eid@ultimovacs.com, +47 469 19822

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither ABG Sundal Collier ASA nor DNB Markets (a division of DNB Bank ASA) (the "Joint Bookrunners") nor any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained in this announcement is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to in this document comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

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 "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein 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 an advertisement and 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. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Company.

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 ("Qualified Investors"), 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 Qualified Investors and 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 only available 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 Joint Bookrunners and their affiliates are acting exclusively for the Company and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

In connection with the contemplated IPO, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity, may retain, purchase, sell, offer to sell or otherwise deal in their own accounts in such shares and other securities of the Company or related investments in connection with the contemplated IPO or otherwise.

Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based on various assumptions, many of which are based, in turn, on other 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Joint Bookrunners and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement, whether as a result of new information, future developments or otherwise.

The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that listing will occur.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not be identical to the total figure given.

The information, opinions and forward-looking statements contained in this announcement speak only as at their date, and are subject to change without notice.