NORBIT ASA - Contemplated Private Placement

02 Jul 2024 16:30 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, HONG KONG, SOUTH
AFRICA OR THE UNITED STATES 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.

Trondheim, 2 July 2024: NORBIT ASA ("NORBIT" or the "Company") (Euronext Oslo
Børs trading symbol: NORBT) announces a contemplated private placement (the
"Private Placement") of new ordinary shares in the Company (the "Offer Shares")
to raise gross proceeds of up to NOK 200 million. The Company has engaged Arctic
Securities AS and SpareBank 1 Markets AS as joint lead managers and bookrunners
for the Private Placement (the "Managers").

PRIVATE PLACEMENT

Size and Offer Price

In the Private Placement, the Company is offering a number of Offer Shares to
raise gross proceeds of up to NOK 200 million.

The subscription price per Offer Share (the "Offer Price") and the final number
of Offer Shares to be issued in the Private Placement will be determined by the
board of directors of the Company (the "Board"), on the basis of an accelerated
bookbuilding process to be conducted by the Managers.

Use of proceeds

The net proceeds from the Private Placement to the Company will be used to
partially finance the acquisition of 100% of the equity interest in Innomar
Technologie GmBH ("Innomar"), to strengthen the Company's financial flexibility
and capital base for future growth, and for general corporate purposes.

Acquisition of Innomar

As set out in the Company's stock exchange announcement of 27 June 2024, the
Company has entered into a share purchase agreement to acquire 100 per cent of
the equity interest in the technology company Innomar.

Innomar has become the global market leader in design, manufacturing and
distribution of parametric sub-bottom profilers. Complementary to NORBIT's
multibeam sonars in the Oceans segment, which are primarily used for seabed
mapping, inspection and subsurface navigation, sub-bottom profilers are used to
explore subsurface layers.

Over the last five years, Innomar has reported an annual revenue growth of
nearly 15% on average driven by strong demand for technology in the maritime
domain to explore the ocean space. On a combined basis, Innomar would add NOK
76 million in EBIT for the twelve-month period from 1 April 2023 to 31 March
2024, bringing NORBIT's and Innomar's combined EBIT for the period to NOK 323
million.

The acquisition is based on an enterprise value of Innomar, on a cash and debt-
free basis and assuming a normalised working capital of EUR 40.5 million.
Subject to final post-closing balance sheet calculations, the Company will at
closing of the transaction pay a preliminary purchase price of EUR 39.9 million
for the Innomar equity interest, of which EUR 35.1 million shall be settled in
cash and of which EUR 4.8 million shall be settled in consideration shares in
the Company to be issued at the Offer Price to the founding management of
Innomar in conjunction with closing of the acquisition and by applying the
applicable EUR/NOK exchange rate at the time immediately prior to closing.

Completion of the acquisition is subject to a limited number of customary
closing conditions. The closing is expected to take place during July 2024.

Please refer to the presentation attached to the Company's stock exchange
announcement of 27 June 2024 for further information on Innomar and the
acquisition.

Pre-commitments

Reitan Kapital AS, as represented on the Company's Board by Håkon Kavli, has
pre-committed to subscribe for an amount of NOK 20 million, and Petors AS, a
company wholly owned by the Company's CEO, Per Jørgen Weisethaunet, has pre-
committed to subscribe for an amount of NOK 2 million.

Bookbuilding period

The bookbuilding period in the Private Placement will commence today, on 2 July
2024, at 16:30 hours CEST, and close on or before 3 July 2024 at 08:00 hours
CEST (the "Bookbuilding Period"). The Company and the Managers reserve the
right, at their own discretion, to close, shorten or extend the Bookbuilding
Period at any time and for any reasons and on short notice. If the Bookbuilding
Period is shortened or extended, the other dates referred to herein may be
amended accordingly.

Allocation

Allocation of Offer Shares will be determined after completion of the
Bookbuilding Period. The Allocation will be made by the Board in its sole
discretion, in consultation with the Managers, based on allocation criteria such
as (but not limited to) existing ownership in the Company, pre-commitments,
price leadership, timeliness of order, relative order size, perceived investor
quality, sector knowledge and investment horizon. The Board reserves the right
at its sole discretion, to reject and/or reduce any orders, in whole or in part.
The Board and the Managers further reserve the right, at their sole discretion,
to take into account the creditworthiness of any applicant. There is no
guarantee that any potential investor will be allocated shares.

Notification of allocation and payment instructions are expected to be sent by
the Managers on or about 3 July 2024.

Selling restrictions

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to applicable exemptions from relevant
registration, filing and prospectus requirements, and subject to other
applicable selling restrictions. The minimum application amount has been set to
the NOK equivalent of EUR 100,000. The Company may, however, at its sole
discretion, allocate Offer Shares for amounts below the NOK equivalent of EUR
100,000 to the extent of exemptions from the prospectus requirements in
accordance with applicable regulations, including the EU Prospectus Regulation
(Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017) and ancillary regulations, as implemented pursuant to the Norwegian
Securities Trading Act, are available.

Settlement

The date for settlement of Offer Shares is expected to be on or about 5 July
2024, subject to, among other things, any shortening or extension of the
Bookbuilding Period and fulfilment of the Conditions (as defined below).
Delivery of the Offer Shares is expected to be made on a delivery-versus-payment
("DVP") basis through the delivery of existing and unencumbered shares in the
Company, already listed on Euronext Oslo Børs, pursuant to a share lending
agreement between the Managers and Reitan Kapital AS as share lender and the
Company (the "Share Lending Agreement"). The Offer Shares allocated to investors
in the Private Placement will accordingly be tradable on Euronext Oslo Børs from
receipt of the notification of allocation.

Under the Share Lending Arrangement, the Managers will borrow up to a number of
shares from Reitan Kapital AS equal to the number of Offer Shares allocated in
the Private Placement to facilitate DVP settlement to investors in the Private
Placement. The share lending will be settled with new shares in the Company to
be issued by the Board pursuant to the authorization granted by a general
meeting of the Company held on 6 May 2024.

Conditions for completion

Completion of the Private Placement, by delivery of Offer Shares to investors,
is subject to (i) all corporate resolutions required to implement the Private
Placement being validly made by the Company, including, without limitation, the
resolution by the Board to increase the share capital of the Company and issue
the Offer Shares pursuant to an authorization granted by the Company's annual
general meeting held on 6 May 2024, and (ii) the Share Lending Agreement
remaining in full force and effect (jointly, the "Conditions").

The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to the notification of
allocation. Neither the Company nor the Managers, or any of their respective
directors, officers, employees or representatives, will be liable for any losses
incurred by applicants if the Private Placement is cancelled and/or modified,
irrespective of the reason for such cancellation or modification.

Dilutive instruments, etc.

The Company has 219,626 outstanding restricted stock units (RSU) to members of
the executive management and key personnel, granting the right to receive shares
in NORBIT at par value. The RSUs vest over two year periods, where 1/3 vest at
grant, 1/3 vest at the annual general meeting held the year after grant, and the
remaining 1/3 vest at the annual general meeting held the second year after
grant. Out of the currently outstanding RSUs, 180,737 RSUs where granted in
2024, while 38,889 RSUs where granted in 2023.

As further described in the Company's 2023 annual report, the Company has
implemented a share incentive program for NORBIT employees. The incentive
program is structured as a share matching program where participants are offered
the opportunity to acquire shares at market value, and in turn, obtain a right
to receive compensation in new shares equivalent to their invested amount after
24 months if certain conditions are met. It is expected that the Company will
issue approximately 90,000 new shares during July 2024 to eligible employees who
participated in the program in 2022.

Equal treatment considerations

The Board has considered the Private Placement in light of the equal treatment
obligations under section 5-14 of the Norwegian Securities Trading Act, section
2.1 of the Oslo Rule Book II, and Oslo Børs' Circular no. 2/2014. The issuance
of the Offer Shares is carried out as a private placement in order to, among
other things, raise equity to partially finance the acquisition of 100% of the
equity interest in Innomar and to strengthen the Company's financial flexibility
and capital base for future growth.

The Board is of the view that it is in the common interest of the Company and
its shareholders to raise equity through a private placement, in particularly in
light of the current market conditions and the purpose for which the funds are
raised. By structuring the equity raise as a private placement, the Company is
expected to raise equity efficiently and in a timely manner, at a favorable
price and at a lower cost, and with a significantly reduced completion risk,
compared to a rights issue. It has also been taken into consideration that the
Private Placement is based on a publicly announced accelerated bookbuilding
process.

Potential subsequent offering

The Company may, subject to completion of the Private Placement and certain
other conditions, decide to carry out a subsequent offering of new shares at the
Offer Price in the Private Placement (the "Subsequent Offering"). The Subsequent
Offering, if carried out, will, subject to applicable securities law, be
directed towards existing shareholders in the Company as of 2 July 2024 (as
registered in the VPS two trading days thereafter), who (i) were not included in
the pre-sounding phase of the Private Placement, (ii) were not allocated Offer
Shares in the Private Placement, and (iii) are not resident in a jurisdiction
where such offering would be unlawful or, would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action. The
Company reserves the right in its sole discretion to not conduct or to cancel
the Subsequent Offering.

Any potential Subsequent Offering is subject to completion of the Private
Placement and may be contingent upon the publication of a prospectus.

Advisors

Arctic Securities AS and SpareBank 1 Markets AS are acting as joint lead
managers and bookrunners for the Private Placement. Wikborg Rein Advokatfirma AS
is acting as legal counsel to the Company.

Contacts

Per Jørgen Weisethaunet, CEO, +47 959 62 915
Per Kristian Reppe, CFO, +47 900 33 203

MAR notice

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Elise Heidenreich, Investor
Relations, on 2 July 2024 at the time set out above.

ABOUT NORBIT ASA

NORBIT is a global provider of tailored technology to selected applications,
solving challenges and promoting sustainability through innovative solutions, in
line with its mission to Explore More. The company is structured in three
business segments to address its key markets: Oceans, Connectivity and Product
Innovation & Realization. The Oceans segment delivers tailored technology
solutions to global maritime markets. The Connectivity segment provides wireless
solutions for identification, monitoring and tracking. The Product Innovation &
Realization segment offers R&D services, proprietary products, and contract
manufacturing to key customers. NORBIT is headquartered in Trondheim with
manufacturing in Europe, has around 500 employees, and a worldwide sales and
distribution platform.

For more information: www.norbit.com (http://www.norbit.com)

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. The Managers or 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 a
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 herein 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, New Zealand, 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 herein 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 is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission 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 set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. In any EEA Member State, this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the EU Prospectus Regulation, 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" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 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
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 announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Private Placement. They will not regard
any other person as their respective clients in relation to the Private
Placement 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 Private Placement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their
respective 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 for their own accounts in such shares and other
securities of the Company or related investments in connection with the Private
Placement or otherwise. Accordingly, references in any subscription materials 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, the Managers and any of their respective
affiliates acting as investors for their own accounts. The Managers 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", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this announcement 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 announcement 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, the Managers and their respective
affiliates expressly disclaims 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
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.

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