Cxense: Notice of Extraordinary General Meeting

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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.  

Notice of Extraordinary General Meeting
Oslo, 17 January 2019 - The shareholders of Cxense ASA are invited to attend an Extraordinary General Meeting at Felix Konferansesenter, Bryggetorget 3, Vika, Oslo .

Time: 7 February 2019, 08:00 am CET (local time).

Venue: Felix Konferansesenter, Oslo, Norway.

Reference is made to the stock exchange release disclosed by Cxense ASA today regarding a proposed rights issue. Please find attached Notice of the Extraordinary General Meeting including attendance, proxy and advance voting forms.

The notice including attendance, proxy and advance voting forms will be mailed to all shareholders with known address. The complete notice is available at Cxense's corporate website www.cxense.com.

Investor Relations contact:
Jørgen Evjen, Chief Financial Officer
Email: jorgen.evjen@cxense.com
Mobile: +47 928 04 014

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

About Cxense
Cxense helps publishers and marketers across the globe to transform their raw data into their most valuable resource. Cxense's leading Data Management Platform (DMP) with Intelligent Personalization, gives companies unprecedented insight into their individual customers, and enables them to action this insight in real-time in all marketing and sales channels. Cxense Conversion Engine empowers publishers to monetize insight into their audience's behaviour and preferences in order to increase subscription revenues. Cxense works with brands such as The Wall Street Journal, Mediahuis, Aeon, Grupo Clarin, NBC Universal, The Mainichi Newspapers, Singapore Press Holdings and many more. Cxense is headquartered in Norway with offices worldwide. The company is listed on the Oslo Stock Exchange with the ticker 'CXENSE.' Visit www.cxense.com for more information.

Important Notice
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisors are acting exclusively for the Company 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 advice in relation to the Rights Issue, the contents of this announcement or any of the matters referred to herein.

The information in this announcement is for information purposes only and does not purport to be accurate or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

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 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 announcement 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. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.

A prospectus approved by the competent authority in Norway is expected to be published by the Company before the Rights Issue commences (if and when made) and, if and when published, can be obtained on the Company's website, subject to regulatory restrictions. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.

Restrictions
Neither this announcement nor any copy of it may be made or transmitted directly or indirectly into the United States, Australia, Canada, Japan, Hong Kong or South Africa or any other jurisdiction where to do so would be unlawful. The Rights Issue (if made) and the distribution of this announcement and other information in connection with the Rights Issue may be restricted by law in certain jurisdictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Persons into whose possession this announcement or other information should come are required to inform themselves about and observe any such restrictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

This announcement does not in itself constitute, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company or its affiliates in any jurisdiction. The Rights Issue will (if and when made) not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. No steps have been taken or will be taken relating to the Rights Issue in any jurisdiction outside of Norway in which such steps would be required.

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"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

This announcement 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 announcement 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 announcement must satisfy themselves that it is lawful to do so.

Further information regarding restrictions applicable for the Rights Issue will be set out in the prospectus prepared for the Rights Issue.