Induct AS – Announcement of rights issue of between NOK 15 million and NOK 20 million with secured underwriting commitments of NOK 15 million

19 Jun 2026 07:59 CEST

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Induct AS (the "Company") hereby announces an underwritten rights issue with
preferential subscription rights (the "Subscription Rights") for the Company's
existing shareholders to raise gross proceeds of between NOK 15 million and NOK
20 million (the "Rights Issue").

Certain existing shareholders in the Company and external investors (jointly the
"Underwriters") have undertaken to underwrite in aggregate NOK 15 million of the
Rights Issue. The Company has also received certain pre-commitments to subscribe
for shares by existing shareholders.

The net proceeds from the Rights Issue will be used to strengthen the Company's
working capital and to fund implementation of the Company's revised strategy. A
key element of this strategy is the roll-out of the digital care pathway
solution on a broader scale. This requires investment in sales and marketing
resources, as well as continued product development, in order to realise the
considerable market opportunity identified by the Company. The net proceeds will
provide the Company with adequate working capital to support the planned
initiatives for at least 12 months.

"We are pleased to have secured the commitments to complete a rights issue.
Strengthening the Company’s cash position is a necessary step to support
execution of our strategy and ensure continued commercial and operational
development. With this funding in place, the new Board and management will focus
the organisation more firmly on commercial development and on delivering the
potential of our products,” said Ole Jørgen Karud, Chair of the Board.

Norne Securities AS has been engaged as manager and bookrunner for the Rights
Issue (the "Manager").

TERMS AND CONDITIONS OF THE RIGHTS ISSUE
The Rights Issue is subject to approval from the Company's extraordinary general
meeting, expected to be held on or about 6 July 2026 (the "EGM"). The notice of
the EGM is expected to be sent to shareholders on or about 22 June 2026 and will
be published in a separate stock exchange announcement.

The record date for the Rights Issue will be the second trading date after the
EGM, expected to be on 8 July 2026 (the "Record Date").

Each shareholder registered in the Company's shareholder register in the
Norwegian Central Securities Depository (the VPS) at the expiry of the Record
Date will be granted 0.7097 Subscription Rights per existing share. Each
Subscription Right will, subject to applicable securities laws, give the right
to subscribe for and be allocated one new share in the Company (the "Offer
Shares"). Provided that a purchase of shares is made with ordinary T+2
settlement, shares purchased up to and including 6 July 2026 will give the right
to receive subscription rights, whereas shares purchased from and including 7
July 2026, will not give the right to receive Subscription Rights.

The subscription price per Offer Share will be NOK 0.90 (the "Subscription
Price").

The Subscription Rights will be tradable and sought listed on the Euronext
Growth Oslo from and including the first day of the subscription period and
until 16:30 (Oslo time) four trading days prior to the expiry of the
subscription period. Oversubscription with subscription rights and subscriptions
by the Underwriters will be allowed. Other subscription without Subscription
Rights will not be permitted.

It is contemplated that the Rights Issue will be conducted with a two-weeks
subscription period, commencing on or about 27 July 2026 and ending on or about
10 August 2026, subject to satisfaction of the Conditions (as defined below) for
the Rights Issue.

The Rights Issue is subject to the following conditions (together, the
"Conditions"): (i) the EGM approving the Rights Issue, (ii) the Company having
published a national prospectus (the "Prospectus") as registered in the
Norwegian Register of Business Enterprises ("NRBE") and (iii) that the
Underwriting Agreements (as defined below) remaining in full force and effect.

UNDERWRITING AND PRE-COMMITTED SUBSCRIPTION
Pursuant to, and subject to the terms and conditions of the underwriting
agreements between the Company and the Underwriters (the "Underwriting
Agreements"), the Underwriters have undertaken on a pro-rata basis (not jointly)
to underwrite an aggregate subscription amount in the Rights Issue of NOK 15
million (the "Total Underwriting Obligation"). The Underwriting Agreement sets
out an obligation to subscribe any shares, up to the Total Underwriting
Obligation, that are not otherwise subscribed to in the Rights Issue.

In addition to the underwriting, Jarah Invest AS, Solvik Holding AS, HMH Invest
AS and HEA Invest AS, has pre-committed to subscribing shares in the Rights
Issue for NOK 1.5m, NOK 0.30m, NOK 1.0m and NOK 0.26m, respectively (any shares
allocated for pre-commitments will reduce the respective Underwriter's
underwriting obligation). Accordingly, 20% percent of the Rights Issue is
covered by pre-committed subscriptions. Any New Shares subscribed in the Rights
Issue by an Underwriter will reduce the Underwriter's underwriting commitment.

Each of the Underwriters are entitled to an underwriting fee of 14% of the
underwriting obligation received as new shares in the Company issued at the same
Subscription Price as in the Rights Issue, which is payable upon completion of
the Rights Issue (i.e. upon registration of the share capital increase
pertaining to the Rights Issue with the NRBE).

Each Underwriter has undertaken to vote in favor of the resolutions required to
complete the Rights Issue, provided that it is a shareholder in the Company at
the date of the EGM.

The Underwriters include the following existing shareholders:
• Jarah Invest AS, which have committed to underwrite for NOK 3m;
• Solvik Holding AS, which have committed to underwrite for NOK 0.3m;
• HMH Invest AS, which have committed to underwrite for NOK 3.0m; and
• HEA Invest AS, which have committed to underwrite for NOK 0.26m
In addition certain other investors have underwritten an additional NOK 8.5m of
the Rights issue, for a total of NOK 15 million.

NOK 3 million of the Total Underwriting Obligation (the "Prefunded Amount") will
be prefunded by certain Underwriters pursuant to a prefunding agreement entered
into between the Company, such Underwriters and the Manager (the "Prefunding
Agreement").

ALLOCATION
The allocation principles for the Offer Shares in the Rights Issue will be set
out in the EGM resolution and in the Prospectus, but are expected to be as set
out below:

a) Firstly, allocation of offer shares to subscribers will be made in accordance
with granted and acquired subscription rights which have been validly exercised
during the subscription period. Each subscription right will give the right to
subscribe and be allocated one offer share in the Rights Issue.
b) Secondly, if not all subscription rights are validly exercised during the
subscription period and there are remaining unallocated offer shares following
the allocation pursuant to paragraph (i) above, offer shares will be allocated
to underwriters who have subscribed for offer shares in excess of their
respective underwriting obligation. Allocation will be sought made on a pro rata
basis based on such underwriters’ oversubscription.
c) Thirdly, offer shares not allocated pursuant to (i) to (ii) above, will be
allocated to subscribers who have exercised their subscription rights and
over-subscribed, on a pro rata basis based on the number of subscription rights
exercised by each subscriber. To the extent that pro rata allocation is not
possible, the Company will determine the allocation by drawing of lots.
d) Finally, offer shares not allocated pursuant to (i) to (iii) above, will be
allocated to and subscribed by the underwriters pursuant to, and in accordance
with, each underwriter's underwriting obligation pursuant to the terms and
conditions of the relevant underwriting agreements.
The final allocation principles resolved by the EGM and set out in the
Prospectus may deviate from those set out above.

INDICATIVE TIMELINE
According to the current tentative timetable, and subject to all of the
Conditions being met, it is expected that the Rights Issue will take place
according to the following tentative timeline:

Date (on or about) Event
22 June 2026 Notice of EGM
6 July 2026 EGM
6 July 2026 Last day including subscription rights
7 July 2026 First day of trading in the shares excluding the right to receive
subscription rights
8 July 2026 Publication of the Prospectus
8 July 2026 Record date for determination of the right to receive subscription
rights
27 July 2026 Commencement of the subscription period and first day of trading in
the subscription rights
4 August 2026 Last day of trading in the subscription rights
10 August 2026 Last day of the subscription period
13 August 2026 Allocation of the Offer Shares
14 August 2026 Payment of the Offer Shares
17 August 2026 Registration of the share capital increase with the Norwegian
Register of Business

All dates and other figures with respect to the Rights Issue included herein
remain tentative and subject to change. Any changes will be announced at the EGM
or through stock exchange announcements.

PROSPECTUS
A prospectus relating to the Rights Issue will be prepared by the Company and
registered with the NRBE. The Prospectus is not subject to approval by official
authorities. The complete terms and instructions for the Rights Issue, together
with certain information about the Company and risks associated with an
investment in the Company, will be presented in the Prospectus ahead of the
commencement of the subscription period, and will be made available on the
Company's website and on the website of the Manager.

ADVISORS
Norne Securities AS has been engaged as manager and bookrunner for the Rights
Issue. Advokatfirmaet Selmer AS is acting as legal advisor to the Company.

For further information, please contact:
Synnøve Jacobsen, CEO
sj@induct.net
+47 99 41 54 47

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 Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Synnøve Jacobsen at the time and date
stated above in this announcement.

IMPORTANT NOTICE
This announcement 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 the Prospectus.

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
website of the Manager. 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.

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 their respective 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 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 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 their 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 their respective affiliates accepts any liability
arising from the use of this announcement.

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