NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 10 June 2026: Reference is made to the stock exchange announcement published by NEXT Biometrics Group ASA (the âCompanyâ) yesterday, 9 June 2026, regarding the preliminary results of the rights issue of new shares in the Company (the âOffer Sharesâ) at a subscription price of NOK 1.00 per Offer Share (the âRights Issueâ).
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The subscription period for the Rights Issue expired at 16:30 (CEST) on 9 June 2026.
At the expiry of the subscription period, the Company had received valid subscriptions for a total of 41,000,000 Offer Shares, including subscriptions from the underwriters (the âUnderwritersâ) pursuant to the underwriting agreements. The subscriptions received will, subject to payment, provide the Company with NOK 41 million in total gross proceeds.
Allocation of the Offer Shares has been completed in accordance with the allocation criteria as resolved by the Companyâs general meeting and as set out in the prospectus for the Rights Issue dated 22 May 2026 (the âProspectusâ).
19,243,604 Offer Shares were allocated based on exercised Subscription Rights. 6,382,608 Offer Shares were allocated to subscribers who have exercised their Subscription Rights and over-subscribed. 370,850 Offer Shares were allocated to subscribers not holding Subscription Rights. 15,002,938 Offer Shares were allocated to the Underwriters of the Rights Issue pursuant to their underwriting obligations.
WARRANTS
Subscribers in the Rights Issue will, without additional consideration, receive one (1) warrant (Nw.: frittstĂĽende tegningsretter) (the âOffer Warrantsâ) for every two (2) Offer Shares allocated to, and paid by, them in the Rights Issue. Based on the final allocation of 41,000,000 Offer Shares, a total of 20,500,010 Offer Warrants will be issued to subscribers in the Rights Issue.
Each Offer Warrant will give the holder the right to subscribe for one (1) new share in the Company at NOK 1.00 per share. Half of the Offer Warrants may be exercised from 17 March 2027 to 31 March 2027, and the remaining half may be exercised from 17 June 2027 to 1 July 2027. The Offer Warrants will be transferable and may be admitted to trading on the Euronext Oslo Børs or Euronext Growth Oslo.
UNDERWRITING FEE
Pursuant to the underwriting agreements for the Rights Issue dated 16 and 17 March 2026, each Underwriter is entitled to an underwriting fee as compensation for their respective underwriting obligation.
Each Underwriter, other than the Manager (as defined below) acting in the capacity as an Underwriter, (the âAffiliated Underwritersâ) is entitled to an underwriting fee of one (1) warrant per Offer Share underwritten in the Rights Issue, equal to in total 20,875,000 warrants (the âCommission Warrantsâ), on the same terms as the Offer Warrants. The Commission Warrants will be issued upon completion of the Rights Issue and will be in addition to any Offer Warrants allocated to such Affiliated Underwriter as a subscriber of Offer Shares.
The Manager, acting in the capacity as an Underwriter, will be entitled to an underwriting fee of 11% of its underwriting commitment payable in cash upon completion of the Rights Issue.
NOTIFICATION OF ALLOCATION AND PAYMENT DATE
Notifications of the allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today, 10 June 2026. Payment for the allocated Offer Shares falls due on 12 June 2026.
The Offer Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). The Company will publish a stock exchange announcement once the share capital increase has been registered.
Subject to timely payment of the aggregate subscription amount in the Rights Issue, it is expected that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 17 June 2026 and that the Offer Shares will be delivered to subscribers on or about 18 June
2026.
The Offer Shares are expected to be tradeable on Euronext Oslo Børs from and including 18 June 2026.
CONVERSION OF SHAREHOLDER LOAN
As previously announced, the Company has agreed that the initial amount under the shareholder loan agreement entered into with certain lenders on 20 January 2026 for the principal amount of NOK 9 million (the âShareholder Loanâ), will be set off through the issuance of new shares in the Company to the lenders at a conversion price equal to the subscription price in the Rights Issue, upon completion of the Rights Issue.
The board of directors has today resolved to increase the Companyâs share capital by NOK 900,000 by issuance of 9,000,000 new shares at a subscription price of NOK 1.00 per share pursuant to the board authorization granted by the annual general meeting held on 19 May 2026. The share capital increase pertaining to the set off of the Shareholder Loan is expected to be registered with the Norwegian Register of Business Enterprises after the share capital increase pertaining to the Rights Issue has been registered, and will be announced in a separate stock exchange announcement upon registration.
NEW SHARE CAPITAL
Following the issuance of 41,000,000 Offer Shares and the 9,000,000 new shares issued pursuant to set-off of the Shareholder Loan, the Companyâs share capital will be NOK 6,198,604.20 divided into 61,986,042 shares, each with a nominal value of NOK 0.10.
ADVISORS
Arctic Securities AS is acting as manager in connection with the Rights Issue (the âManagerâ). Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Rights Issue.
This information is subject to disclosure under Section 5-12 of the Norwegian Securities Trading Act. The information was published by Eirik Underthun, CFO at NEXT Biometrics Group ASA, and at the time and date, as set out above.
NEXT INVESTOR CONTACTS:
Ulf Ritsvall (CEO), ulf.ritsvall@nextbiometrics.com
Eirik Underthun (CFO), eirik.underthun@nextbiometrics.com
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About NEXT Biometrics
NEXT Biometrics is a pioneer of high-security biometric authentication, enabling users to live simpler, safer lives.
NEXT Biometrics was founded on the belief that strong authentication and identification can be secure, seamless and cost effective for governments and businesses with Active ThermalÂŽ technology. More than 25 years later, NEXT has retained its Norwegian heritage and grown to serve customers globally.
Today, our solutions are used by billions of users each year across 10+ national ID and local programs, 150.000+ POS terminals, 25+ laptop and tablet models from tier-1 OEMs, and physical and logical access control implementations. Through state-of-the-art technology, deep industry expertise and close collaboration with partners for seamless integration, Active ThermalÂŽ biometrics can make life simpler and safer for everyone.
For more information, visit NEXT Biometrics, read our blog and follow us on LinkedIn. NEXT Biometrics is listed on Euronext (NEXT.OL).
â IMPORTANT INFORMATION â
This announcement is not and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the âU.S. Securities Actâ). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to âqualified institutional buyersâ as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus approved by the Norwegian Financial Supervisory Authority on 22 May 2026. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the âProspectus Regulationâ). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus are available from the Companyâs registered office and on the Managerâs website.
In any EEA Member State other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the âOrderâ) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as âRelevant Personsâ). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
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 âanticipateâ, âbelieveâ, âcontinueâ, âestimateâ, âexpectâ, âintendsâ, âmayâ, âshouldâ, âwillâ 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 announcement speak only as at its date and are subject to change without notice.
This announcement is made by and is the responsibility of the Company. Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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