Aqua Bio Technology ASA: Terms of the Subsequent Offering

11 Mar 2026 07:30 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, 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

Reference is made to the stock exchange announcements by Aqua Bio Technology
ASA ("ABTEC" or the "Company") on 12 February 2026 regarding the completion of
a private placement that raised NOK 10 million in gross proceeds, to be
settled through both conversion of previously incurred debt and through cash
payments (the "Private Placement") and a subsequent offering of new shares in
the Company (the "Subsequent Offering").

The Subsequent Offering consists of an offering of up to 800,000 new shares in
the Company (the "Offer Shares") directed towards the shareholders of the
Company as of 12 February 2026 (as registered in the VPS on 16 February 2026)
(the "Record Date"), except: (i) shareholders who were allocated shares in the
Private Placement, and (ii) shareholders who are resident in a jurisdiction
where such offering would be unlawful, or would require any prospectus filing,
registration or similar action (the "Eligible Shareholders").

The subscription period in the Subsequent Offering commences on 12 March 2026
at 09:00 hours (CET) and will end on 19 March 2026 at 16:30 hours (CET) (the
"Subscription Period"). The subscription price per Offer Share is NOK 5.00
(the "Subscription Price"), which is equal to the subscription price in the
Private Placement. If fully subscribed, the Subsequent Offering will raise
gross proceeds of NOK 4,000,000.

In the Subsequent Offering, Eligible Shareholders will be granted non-tradable
subscription rights (the "Subscription Rights") that, subject to applicable
law, provide preferential rights to subscribe for and be allocated Offer
Shares at the Subscription Price. In addition, the following types of
investors shall have a secondary right to subscribe for the Offer Shares: (i)
ABTEC shareholders and other investors who participated in the Private
Placement, and (ii) other subscribers without Subscription Rights (jointly,
the "Secondary Subscribers") subject to a minimum allocation of NOK 50,000.
The Secondary Subscribers may subscribe for Offer Shares that have not been
subscribed and allocated to Eligible Shareholders.

The Eligible Shareholders will be granted 0.0103 Subscription Rights for each
existing share registered as held by such Eligible Shareholder as of the
Record Date, rounded down to the nearest whole number of Subscription Rights.
The number of Subscription Rights granted has been calculated based on the
number of shares outstanding in the Company prior to completion of the reverse
share split completed in February 2026. Each whole Subscription Right provides
a preferential right to subscribe for, and be allocated, one Offer Share at
the Subscription Price. Over-subscription will be permitted. Subscription
without Subscription Rights will not be permitted, other than by Secondary
Subscribers.

The Subscription Rights must be used to subscribe for Offer Shares before the
expiry of the Subscription Period on 19 March 2026 at 16:30 hours (CET).
Subscription Rights that are not used to subscribe for Offer Shares before
16:30 hours (CET) on 19 March 2026 will have no value and will lapse without
compensation to the holder. The Subscription Rights will not be listed on
Euronext Expand or any other regulated market or trading venue.

Completion of the Subsequent Offering is subject to: (i) all necessary
corporate resolutions for consummating the Subsequent Offering, including the
share capital increase pertaining to the Subsequent Offering having been
validly passed, (ii) valid subscription of the Offer Shares and the allocated
Offer Shares having been fully paid, and (iii) registration of the share
capital increase in the Norwegian Register of Business Enterprises (jointly,
the "Subsequent Offering Conditions"). The Subsequent Offering will be
cancelled if the Subsequent Offering Conditions are not fulfilled and may be
cancelled by the Company at its sole discretion for any other reason
whatsoever prior to such time when the share capital increase relating to the
Subsequent Offering has been registered with the Norwegian Register of
Business Enterprises.

Listing of the Offer Shares may require that the Company prepares and
publishes a prospectus to be approved by the Norwegian Financial Supervisory
Authority (the "Prospectus"), which is currently expected to be published at
the end of April 2026. The Offer Shares will be delivered as listed shares of
the Company (i.e. with ISIN NO 0013735894) to the extent exemptions from the
requirement to publish a prospectus in connection with listing of shares is
available. If all of the Offer Shares are subscribed for, the Offer Shares
will initially be delivered on a separate non-tradable ISIN awaiting
publication of the Prospectus.

An invitation letter (the "Invitation Letter") will be prepared in connection
with the Subsequent Offering, which sets out the terms and conditions for the
Subsequent Offering and includes a description of certain risk factors
pertaining to the Company, its shares and the Subsequent Offering.

The Invitation Letter will be made available prior to the start of the
Subscription Period.

IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of offers to
purchase or subscribe for shares. Copies of this announcement may not be sent
to jurisdictions, or distributed in or sent from jurisdictions, in which this
is barred or prohibited by law. The information contained herein shall not
constitute an offer to sell or the solicitation of an offer to buy, in any
jurisdiction in which such offer or solicitation would be unlawful absent
registration, or an exemption from registration or qualification under the
securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or
indirectly, Australia, Canada, Japan, Hong Kong or 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.

This announcement is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The Company does not intend to register any part of the
offering in the United States or to conduct a public offering in the United
States of the shares to which this document relates. 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.

This announcement and any materials distributed in connection with this
announcement may contain certain forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
current expectations and assumptions as to future events and circumstances
that may not prove accurate. A number of material factors could cause actual
results and developments to differ materially from those expressed or implied
by these forward-looking statements.

The Company expressly disclaims any obligation or undertaking to update,
review or revise any statement contained in this announcement whether as a
result of new information, future developments or otherwise.

Contacts
Kristian Flaten
CEO & CFO
Aqua Bio Technology ASA

Phone: +47 9509 2322
Email: kf@aquabiotech.no

About Us
Aqua Bio Technology ASA (ABTEC) is a technology and distribution group in
skincare and nonfood. The group has distribution towards B2C and B2B, and
offers freight, customs, and logistics services. The group also develops
sustainable biotechnology for use in skincare products. Aqua Bio Technology is
listed on Euronext Expand Oslo.

This notice is published by Kristian Flaten on the listed date and time.

This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR. The information was submitted for publication, through the
agency of the contact persons set out above, at 2026-03-11 07:30 CET.

More information:
Access the news on Oslo Bors NewsWeb site

667960_Aqua Bio Technology ASA- Terms of the Subsequent Offering.pdf