Circio Holding ASA Key information related to the rights issue

08 Dec 2025 10:00 CET

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

Circio Holding ASA -- Key information related to the rights issue
Oslo, 8 December 2025: Reference is made to the stock exchange announcement
published by Circio Holding ASA (the "Company") earlier today, 8 December
2025, regarding a contemplated 88% underwritten and presubscribed rights issue
in the Company, raising gross proceeds of up to NOK 50 million (the "Rights
Issue").

Key information relating to the Rights Issue is set out below:

Date on which the terms and conditions of the preferential rights issue were
announced: 8 December 2025.

Last day including rights: 12 January 2026

Ex-date: 13 January 2026

Record Date: 14 January 2026 (assuming normal T+2 settlement)

Date of approval: 12 January 2026

Maximum number of new shares: 50 million shares

Subscription price: NOK 1.00.

Ratio preferential rights: Each existing shareholder as of 12 January 2026
(and being registered as such in Euronext Securities Oslo, the Norwegian
Central Securities Depository (VPS) at the expiry of 14 January 2026 (the
Record Date)) will be granted 0.3481 subscription rights for each share
registered as held by the shareholder. The number of subscription rights
granted to each existing shareholder will be rounded down to the nearest whole
subscription right.

Subscription ratio: 1:1 (number of new shares in the combined company per
subscription right).

Manager: Vator Securities AB (the "Manager")

Will the rights be listed: Yes, the Company will apply for listing of the
subscription rights on the Oslo Stock Exchange.

ISIN for the preferential rights: To be announced when clarified.

Other information: Reference is made to the stock exchange announcement
published by the Company earlier today, 8 December 2025, for further
information regarding the Rights Issue. The Rights Issue is subject to (i)
approval by the extraordinary general meeting and (ii) publication of a
prospectus for offering and listing of the new shares and warrants (Nw.:
frittstående tegningsretter) as approved by the Financial Supervisory
Authority of Norway. Notice of the extraordinary general meeting is expected
to be sent to shareholders on 19 December 2025.

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com

Lubor Gaal, CFO
Phone: +34 683 34 3811
Email: lubor.gaal@circio.com

-- 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 a prospectus (the "Prospectus") which will be prepared and which
is subject to the approval by the Norwegian Financial Supervisory Authority.
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 will, following publication, be
available from the Company's registered office and, subject to certain
exceptions, on the websites of the Managers.

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.

More information:
Access the news on Oslo Bors NewsWeb site