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

Oslo, 25 September 2025

Reference is made to the stock exchange announcement by Observe Medical ASA (the "Company" or "Observe Medical", OSE ticker "OBSVR") on 11 June 2025, regarding the successful placement of a private placement in the Company raising gross proceeds of NOK 36,445,000 (the "Private Placement" and the 72,890,000 new shares issued in the Private Placement, the "Private Placement Shares") and a potential subsequent offering of up to 24,000,000 new shares (the "Subsequent Offering"), as well as the stock exchange announcement made on 24 September 2025 where the Company inter alia announced that its board of directors had resolved to carry out the Subsequent Offering and to increase the share capital by a minimum of NOK 0.42 and a maximum of NOK 10,080,000, through the issuance of a minimum of one and a maximum of 24,000,000 new shares, each with a nominal value of NOK 0.42 (the "Offer Shares") in connection with the Subsequent Offering.

Approval and publication of prospectus:

The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has today, on 25 September 2025, approved a prospectus prepared by the Company for (i) the listing of the Private Placement Shares on Euronext Expand, (ii) the listing of the 20,000,000 shares to be issued in connection with a conditional private placement in the Company, announced on 16 September 2025, and (iii) the Subsequent Offering (including the listing of the issued Offer Shares on Euronext Expand) (the "Prospectus").

The Prospectus, including the subscription form for the Subsequent Offering, will be made available at the Company's website: www.observemedical.com/investor-relations/, as well as at https://www.sb1markets.no/transaksjoner/.

Listing of the Private Placement Shares:

The Private Placement Shares have been issued in the Norwegian Central Securities Depository (the "ES-OSL") on a temporary and separate ISIN (ISIN NO 0013610253), and have not yet been listed on Euronext Expand.

It is expected that the Private Placement Shares will be listed on Euronext Expand on or about 26 September 2025, following the transfer of the Private Placement Shares from the temporary ISIN NO 0013610253 to the Company's listed ISIN NO 0013457952.

The Subsequent Offering:

The Subsequent Offering consists of an offer by the Company to issue up to 24,000,000 Offer Shares, each with a nominal value of NOK 0.42, at a subscription price of NOK 0.50 per Offer Share (the "Offer Price"), being equal to the subscription price in the Private Placement. Subject to all Offer Shares being issued, the Subsequent Offering will result in NOK 12,000,000 in gross proceeds to the Company.

The subscription period for the Subsequent Offering will commence on 26 September 2025, at 09:00 hours (CEST) and expire on 10 October 2025 at 16:30 hours (CEST) (the "Subscription Period").

The shareholders of the Company as of 11 June 2025 (being registered as such in the Norwegian Central Securities Depository (the "ES-OSL") on 13 June 2025 pursuant to the ES-OSL's standard two days' settlement procedure (the "Record Date")), except for shareholders who (i) were included in the wall-crossing phase of the Private Placement, (ii) were allocated shares in the Private Placement, or (iii) 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 (such eligible shareholders jointly the "Eligible Shareholders"), will be granted subscription rights that will give a preferential right to be allocated Offer Shares (the "Subscription Rights"). In addition, investors who participated in the wall-crossing phase of the Private Placement and/or were allocated shares in the Private Placement may subscribe for Offer Shares and, at the board's discretion and subject to Eligible Shareholders having received allocation in full, be allocated any remaining Offer Shares.

Each Eligible Shareholder will be granted 3.0695 Subscription Rights for every existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one (1) Offer Share in the Subsequent Offering at the Offer Price. Over-subscription will be permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without Subscription Rights will not be permitted, except for subscriptions by investors who participated in the wall-crossing phase of the Private Placement and/or were allocated shares in the Private Placement who may be allocated any remaining Offer Shares. The allocation criteria for the allocation of Offer Shares is described in detail in Section 12.2.11 of the Prospectus.

The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 10 October 2025 at 16:30 hours (CEST). Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

Subscription for Offer Shares by subscribers who are residents of Norway with a Norwegian personal identification number (Nw. fødselsnummer), may be made by way of online subscription. The subscription form and further instructions regarding the subscription procedure will be available in the Prospectus.

Notifications of allocated Offer Shares and the subscription amount to be paid by each subscriber are expected to be distributed to the subscribers on or about 13 October 2025. The payment date for the Offer Shares is expected to be on or about 16 October 2025. Subject to timely payment of the Offer Shares allocated in the Subsequent Offering, the Company expects that the share capital increase pertaining to the Offer Shares will be registered with the Norwegian Register of Business Enterprises on or about 21 October 2025 and that the delivery of the Offer Shares is expected to be completed on or about 22 October 2025. The Offer Shares are expected to commence trading on Euronext Expand on or about 22 October 2025, but not before the Company has published a stock exchange announcement announcing the registration of the share capital increase pertaining to the Subsequent Offering in the Norwegian Register of Business Enterprises.

Further information about the Subsequent Offering and the subscription procedures will  be set out in the Prospectus.

Advisors:

SB1 Markets AS is acting as the manager in the Subsequent Offering (the "Manager"). Advokatfirmaet Thommessen AS is acting as legal advisor to Observe Medical in relation to the Subsequent Offering.

This information is subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Jørgen Mann, CEO Observe Medical

Mobile: +45 408 67 558

E-mail: jorgen.mann@observemedical.com

Johan Fagerli, CFO Observe Medical

Mobile: +47 958 12 765

E-mail: johan.fagerli@observemedical.com

About Observe Medical: 

Observe Medical is a Nordic medtech company that develops, markets and sells innovative medtech products for the global market. The Company is committed to improving patient welfare and patient outcomes, improving clinical data accuracy and promoting positive health economics.

The Company seeks to drive growth by leveraging its expertise in sales and commercialisation of its broad portfolio of medical technology products, mainly in urine measurement and ultrasound, in combination with targeted M&A and distribution. Observe Medical is working with a network of leading distributors to provide outstanding solutions for healthcare professionals globally.

The Company is headquartered in Oslo, Norway.

Further information is available at www.observemedical.com.

- IMPORTANT INFORMATION -

The information contained in this announcement is for background purposes only and does not purport to be full or complete. 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 or any of its affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of Observe Medical.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

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 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement have been offered on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 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 announcement is made by, and is the responsibility of, the Company. The Manager and its affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in any subscription materials to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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", "aim", "expect", "anticipate", "intend", "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 believes 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.