Nordic Technology Group AS Private Placement successfully completed

29 Jan 2026 19:47 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.

Reference is made to the stock exchange announcement published by Nordic
Technology Group AS ("NTG" or the "Company") on 29 January 2026 regarding the
launch of a private placement of shares in the Company (the "Private
Placement").

Following closing of the application period, the Company is pleased to
announce that the Private Placement has been successfully completed, and that
its Board of Directors (the "Board") has conditionally allocated 46,615,000
new shares (the "Offer Shares") at a subscription price of NOK 1.40 per Offer
Share (the "Subscription Price").

The Private Placement will result in gross cash proceeds of approx. NOK 55
million to the Company, in addition to NOK 10 million of the Private Placement
being settled through conversion of loans provided by Televenture Capital AS
and Televenture Management XII AS (together, "Televenture").

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"), and remaining net proceeds will be used towards new cash equity
in Wavetrain and Hammertech and for general corporate purposes including bank
repayment.

The following primary insiders and closely associated companies were allocated
Offer Shares:
* Televenture, both entities being closely associated companies to the CEO
Rune Rinnan, was allocated 7,142,857 Offer Shares.
* Skips AS Tudor, an entity closely associated with board member Georg Johan
Espe, was allocated 1,428,571 Offer Shares.

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 investors who have subscribed the Offer Shares
have made undertakings to vote in favour of 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 subject to (i) all necessary corporate
resolutions being validly made by the Company, including (without limitation)
resolutions by the Board 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 between
the Company and the Manager 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
approval of the EGM Resolutions 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 is 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 was 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 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
to conduct a subsequent offering of new shares (the "Subsequent Offering") at
the same subscription price as in the Private Placement directed towards
shareholders in the Company as of 29 January 2026 (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 under the
Private Placement and (iii) are not resident in a jurisdiction where such
offering would be unlawful or, for jurisdictions other than Norway, would
require any prospectus, filing, registration or similar action. Completion of
the Subsequent Offering is subject to inter alia, the EGM Resolutions being
passed and prevailing market conditions.

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 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

664485_Nordic Technology Group AS Private Placement successfully completed.pdf