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Zelluna ASA Share Issue/Capital Change 2019

May 29, 2019

3779_rns_2019-05-29_215c238f-bfca-47c1-bda1-e7f311554655.html

Share Issue/Capital Change

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Ultimovacs ASA – Successful completion of initial public offering

Ultimovacs ASA – Successful completion of initial public offering

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY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 – Successful completion of initial public offering

Oslo, 29 May 2019: Ultimovacs ASA (“Ultimovacs” or the “Company”, ticker ULTIMO) announces the successful completion of its initial public offering (the "IPO"). The first day of trading in Company's shares (the "Shares") on the Oslo Stock Exchange will be 3 June 2019.

The IPO in summary:

• The price per Offer Share is set at NOK 31.25, corresponding to market capitalisation of Ultimovacs after the IPO of approximately NOK 870 million.

• Ultimovacs will issue 11,840,000 new shares in connection with the IPO raising gross proceeds of NOK 370 million. There will be 27,860,400 shares outstanding in the Company following the issuance of the new shares, where the new shares issued will represent 42.5% of the shares in issue after the IPO.

• The net proceeds will be used to fund 1) a Proof of Concept Phase II study for the cancer vaccine UV1 in malignant melanoma and related activities, 2) preclinical development of a second product candidate UV2 and 3) general and administrative activities.

• The IPO attracted strong interest from domestic and international institutional investors, including healthcare specialist funds, as well as retail subscribers in Norway – the Company will have more than 1,500 shareholders following the IPO.

Notifications of allocated shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or about 31 May 2019. Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from about 09:00 hours (CEST) on 31 May 2019. The Managers may also be contacted for information regarding allocations.

Gjelsten Holding AS, Canica AS, Watrium AS and the Sundt family (represented by CGS Holding AS and Helene Sundt AS) pre-subscribed for NOK 25 million each and were allocated 800,000 shares each in the IPO.

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. A separate disclosure will be issued by the Stabilisation Manager regarding the stabilisation activities.

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:

Jonas Einarsson, Chairman of the Board

+47 480 96 355

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.