Oslo, 9 June 2026: Reference is made to the stock exchange announcements by NEXT Biometrics Group ASA (the “Company“) regarding the rights issue of new shares in the Company (the “Offer Shares”) with preferential subscription rights for existing shareholders (the “Subscription Rights”), raising gross proceeds of up to NOK 50 million, of which NOK 41 million has been secured through underwriting commitments (the “Rights Issue”).
The subscription period for the Rights Issue will expire at 16:30 (CEST) today, 9 June 2026. Subscription Rights that are not used to subscribe for Offer Shares before the end of the subscription period will have no value and will lapse without compensation to the holder. Over-subscription and subscription without Subscription Rights is permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions.
Subscription procedure
In order to subscribe for Offer Shares, investors must complete the subscription form attached as an appendix to the prospectus for the Rights Issue published on 22 May 2026 (the “Prospectus”), and submit it to Arctic Securities AS (the “Manager”) in accordance with the instructions set out in the Prospectus, by 16:30 hours (CEST) on 9 June 2026. Subscribers who are Norwegian residents with a Norwegian personal identification number may subscribe for Offer Shares by following the link on www.arctic.com/offerings, which will redirect the subscriber to the ES-OSL online subscription system. In order to use the online subscription system, the subscriber must have, or obtain, an ES-OSL account number. Legal entities and foreign residents must submit the subscription form included in the Prospectus in order to subscribe for Offer Shares.
For more information, and the complete terms and conditions of the Rights Issue, please refer to the Prospectus, including the supplement to the prospectus published on 29 May 2026 (the “Prospectus Supplement“). Subject to regulatory restrictions in certain jurisdictions, the Prospectus and the Prospectus Supplement are available at www.arctic.com/offerings. Subscriptions may only be made on the basis of the Prospectus and the Prospectus Supplement.
Advisors
Arctic Securities AS is acting as manager in connection with the Rights Issue.
NEXT Investor contact:
Ulf Ritsvall (CEO), [email protected]
Eirik Underthun (CFO), [email protected]
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 Thermal® 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 Thermal® 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).
– IMPORTANT INFORMATION –
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 “U.S. Securities Act”). 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 “qualified institutional buyers” 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 “Prospectus Regulation”). 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 Company’s registered office and on the Manager’s 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 “Order”) 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 “Relevant Persons”). 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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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.