Airthings ASA - Approval and Publication of Prospectus and Launch of Subsequent Offering

15 Dec 2025 07:30 CET

Airthings ASA - Approval and Publication of Prospectus and Launch of Subsequent
Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

Reference is made to the stock exchange announcement published by Airthings ASA
(the "Company") on 9 September 2025 regarding key information relating to a
subsequent offering (the "Subsequent Offering") of 250,000,000 new shares in the
Company (the "Offer Shares") at a subscription price of NOK 0.10 per Offer Share
(the "Subscription Price"). The Subscription Price is equal to the subscription
price in the private placement of new shares in the Company that was
successfully completed on 11 September 2025 (the "Private Placement").

The subscription period in the Subsequent Offering will commence at 09:00 (CET)
today, 15 December 2025, and end at 16:30 (CET) on 22 December 2025 (the
"Subscription Period").

The Subsequent Offering will be directed towards existing shareholders as of 8
September 2025 (as registered in VPS on 10 September 2025 (the "Record Date")
with less than 375,000 shares and who were not allocated shares in the Private
Placement and 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 "Eligible Shareholders"). Each
Eligible Shareholder will receive 6.51159 non-tradeable subscription rights (the
"Subscription Rights") for each Share held by such Eligible Shareholder in the
Company as of the Record Date. The number of Subscription Rights issued to each
Eligible Shareholder will be rounded down to the nearest whole number of
Subscription Rights without compensation to the holder.

Each Subscription Right will, subject to applicable securities laws, give the
preferential right to subscribe for, and be allocated, one Offer Share in the
Subsequent Offering. Over-subscription and subscription without Subscription
Rights will not be permitted. Subscriptions for Offer Shares must be made in
accordance with the procedures set out in the Prospectus.

The terms and conditions for the Subsequent Offering are set out in a prospectus
approved by the Financial Supervisory Authority of Norway on 12 December 2025
(the "Prospectus") in connection with (i) the Subsequent Offering and (ii) the
listing of 800,000,000 new shares issued in the Private Placement, which were
settled on a separate ISIN (the "Private Placement Shares") pending publication
of the Prospectus. Upon publication of the Prospectus, the Private Placement
Shares are tradable and listed on Euronext Oslo Børs on the Company's ordinary
ISIN NO0010895568 and under the ticker code 'AIRX'.

Subscription for Offer Shares may be made by submitting a correctly completed
subscription form, attached as Appendix A to the Prospectus, to DNB Carnegie, a
part of DNB Bank ASA (the "Manager") in accordance with the terms and conditions
set out in the Prospectus. The subscription form and the Prospectus is, subject
to regulatory restrictions in certain jurisdictions, available at the Manager's
website (https://www.dnb.no/emisjoner).

Subscribers who are Norwegian residents with a Norwegian personal identification
number (Nw.: fødsels- og personnummer) are encouraged to subscribe for Offer
Shares through the Norwegian VPS' online subscription system (or by following
the link on https://www.dnb.no/emisjoner which will redirect the subscriber to
the VPS online subscription system).

Allocation of the Offer Shares is expected to take place on or around 23
December 2025. Notifications of allocation of Offer Shares and the corresponding
subscription amount to be paid by each subscriber are expected to be made
available by the Managers on or about 23 December 2025. Assuming that payments
from all subscribers are made when due, it is expected that the share capital
increase will be registered in the Norwegian Register of Business Enterprises on
or about 12 January 2026 and that the delivery of the Offer Shares will take
place on or about 13 January 2026.

This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act.

About Airthings

Airthings is a leading global technology company specializing in award-winning
radon detectors and indoor air quality (IAQ) monitors for homes, workplaces, and
schools. With a mission to empower people worldwide to understand and improve
the air they breathe, Airthings offers accessible, accurate, and user-friendly
solutions designed to enhance health and well-being through simple and
affordable technology. Airthings has sold over 1 million devices worldwide. The
company and its products have received the TIME Best Inventions Award and CES
Innovation Award Honor. Headquartered in Oslo, Norway, with additional offices
in the United States, Airthings continues to innovate and educate on the
importance of continuous indoor air quality monitoring. For more information on
Airthings’ comprehensive range of IAQ solutions and the benefits of healthy
indoor air, please visit airthings.com.

Important notices:

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
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 "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom 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 for
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.

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", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" 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.

Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company's
ability to attract, retain and motivate qualified personnel, changes in the
Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. 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 Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
announcement. The information, opinions and forward-looking statements contained
in this announcement speak only as at its date, and are subject to change
without notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

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 in the Company.

Neither the Manager nor any of its respective affiliates accepts any liability
arising from the use of this announcement.

More information:
Access the news on Oslo Bors NewsWeb site

661952_Airthings ASA - Publication of prospectus and commencement of subscription period.pdf