Nordic Technology Group AS Company update and contemplated private placement

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
[email protected]

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.