Nordic Technology Group AS Company update and contemplated private placement

29 Jan 2026 16:30 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Nordic Technology Group AS (the "Company" or "NTG") hereby announces a
contemplated private placement of new shares in the Company (the "Offer
Shares") to raise gross proceeds of approx. NOK 60 - 90 million (the "Private
Placement"). The Company has engaged Arctic Securities AS as manager (the
"Manager") to advise on and effect the contemplated Private Placement. The
price per Offer Share (the "Subscription Price") will be NOK 1.40 per share.
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") in
consultation with the Manager after closing of the application period.

The Company has received binding pre-commitments for Offer Shares to be
settled in cash from Investinor Indirekte I AS (NOK 10 million), S. Munkhaugen
AS (NOK 6 million), Steinar Munkhaugen AS (NOK 5 million), Altitude Capital AS
(committed to maintaining its pro-rata share of 9.4%), Jama Holding AS (NOK 5
million), ATC Invest AS (NOK 5 million), Skips AS Tudor (NOK 2 million),
Haldenv. 641 AS (NOK 2 million), MagnusChess AS (NOK 1.5 million), Carucel
Finance AS (NOK 1.5 million) and several other investors covering the lower
end of the Private Placement, including the Loan Conversion as further
described below. Skips AS Tudor is an entity closely associated with Georg
Johan Espe, member of the Board.

Televenture Capital AS and Televenture Management XII AS ("Televenture"),
closely associated companies of Rune Rinnan (CEO), has pre-committed to
subscribe for, and will be allocated, Offer Shares for a total subscription
amount of NOK 10 million. Televenture has provided certain loans to the Group,
of which NOK 10 million will be set off against Televenture's payment
obligation for the Offer Shares in the Company as part of, and on the same
terms as, the Private Placement (the "Loan Conversion").

The Company intends to use part of the net proceeds from the Private Placement
towards repayment of external debt including settlement of NOK 10 million
third-party convertible debt in Hammertech AS ("Hammertech") and potentially
NOK 6 million third-party convertible debt in Wavetrain Systems AS
("Wavetrain"). Remaining net proceeds will be used towards new cash equity in
Wavetrain and Hammertech and for general corporate purposes including bank
repayment.

Company update
The Company has prepared an updated company presentation which is attached
hereto and made available on its website through the following link:
https://www.nordictechnologygroup.no/about/investorrelations. The presentation
includes an updated status of the Group's business.

Details of Private Placement
The application period for the Private Placement will start today, 29 January
2026 at 16:30 (CET) and close on 30 January 2026 at 08:00 (CET). The Company
and the Manager may, however, at any time resolve to extend or shorten the
application period on short or no notice. If the application period is
extended or shortened, any other dates referred to herein may be amended
accordingly. The Company intends to announce the number of Offer Shares
allocated in the Private Placement through a stock exchange notice expected to
be published before opening of the trading on Euronext Growth Oslo on 30
January 2026.

The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations (including
Regulation (EU) 2017/1129) are available, including to employees and directors
of the Company.

Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Manager, following the expiry of the
application period. The Company may focus on allocation criteria such as (but
not limited to) pre-commitments, perceived investor quality, existing
ownership in the Company, timeliness of the application, early indication,
relative order size, sector knowledge, investment history and investment
horizon.

The Company will convene an extraordinary general meeting to be held on or
about 12 February 2026 to resolve inter alia the following matters: (i) the
share capital increase pertaining to the Private Placement to issue the Offer
Shares to be settled in cash and by way of debt conversion, and (ii) an
authorisation to the Company's Board of Directors to resolve the share capital
increase pertaining to the Subsequent Offering (as defined below) (together,
the "EGM Resolutions").

The Offer Shares are expected to be delivered on a delivery versus payment
(DVP) basis, to be facilitated through a pre-funding agreement between the
Company and the Manager (the "Pre-funding Agreement").

Completion of the Private Placement is, inter alia, subject to (i) all
corporate resolutions required to implement the Private Placement being
validly made by the Company, including the Board resolving to consummate the
Private Placement and conditionally allocated the Offer Shares and the
extraordinary general meeting of the Company resolving the EGM Resolutions,
(ii) the Pre-funding Agreement being in full force and effect, and (iii) the
share capital increase pertaining to the Offer Shares being registered with
the Norwegian Register of Business Enterprises and the Offer Shares being
validly issued in the VPS (jointly referred to as the "Conditions").

The Offer Shares are expected to be tradable from 16 February 2026, following
EGM approval and by way of delivery versus payment through pre-funding. The
date for settlement of the Private Placement is expected to be on or about 18
February 2026. The trading date and settlement date are subject to any
shortening or extensions of the Application Period, and satisfaction of the
Conditions (as described above).

The Private Placement represents a deviation from the shareholders'
pre-emptive right to subscribe for the Offer Shares. The Board has considered
the Private Placement in light of the equal treatment obligations under the
Norwegian Securities Trading Act, and deems that the proposed Private
Placement is in compliance with these obligations. The Board is of the view
that it will be in the common interest of the Company and its shareholders to
raise equity through a private placement. By structuring the equity raise as a
private placement, the Company is able to raise equity efficiently, at a
higher price and lower cost, with a significantly reduced completion risk
compared to a rights issue. The Company has considered a rights issue instead
of a private placement. The Company is of the opinion that a rights issue
would have to be on a fairly significant discount, and guaranteed by a
consortium of underwriters which would also be at a higher cost for the
Company compared to the Private Placement.

To mitigate the dilutive effect of the Private Placement the Company intends,
subject, inter alia, to completion of the Private Placement and prevailing
market conditions, to conduct a subsequent offering of new shares (the
"Subsequent Offering") at the same subscription price as in the Private
Placement. Shareholders included in the pre-sounding phase or being allocated
shares in the Private Placement, and shareholders who are 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, will not be eligible to participate in a Subsequent Offering. Further
information on any Subsequent Offering will be given in a separate stock
exchange announcement when available. The Company reserves the right in its
sole discretion to not conduct or cancel any Subsequent Offering.

Arctic Securities AS is acting as sole manager and bookrunner and
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in
connection with the Private Placement.

For additional information, please contact:
CEO Rune Rinnan
Mob. +47 900 56 028
rune.rinnan@ntechgroup.no

About Nordic Technology Group
Nordic Technology Group (NTG) is dedicated to technologies contributing to
solve society challenges by using electronics and software as its building
blocks. By devotion to its technology segments, sensor and clean-tech, NTG is
targeting international markets and building industry leaders, by utilizing
synergies within and across each of its technology sectors and by leveraging
on its extensive patent library to secure shareholder value and growth.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17. This stock exchange announcement was published by
Rune Rinnan on the time and date provided.

Important notice:

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. 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.

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 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 (EU) 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 believe 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
Company does not make any guarantee 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 of the Company.
Neither the Manager nor any of its affiliates accepts any liability arising
from the use of this announcement.

The distribution of this announcement and other information may be restricted
by law in certain jurisdictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.

More information:
Access the news on Oslo Bors NewsWeb site

664470_1 NTG Company Presentation January 2026.pdf
664470_Nordic Technology Group AS Company update and contemplated private placement.pdf