Documents & Information

Rights Issue 2025

Timetable for the Rights Issue

26 September 2025: Record date for the right to subscription rights.
1 October – 10 October 2025: Trading in subscription rights.
1 October – 15 October 2025: Subscription period.
1 October – week 45, 2025: Trading with Class B shares as BTA (paid subscribed shares), will continue until the Rights Issue is registered with the Swedish Companies Registration Office, which is expected to be week 45, 2025.
17 October 2025: Planned announcement regarding the final outcome of the subscription of the Rights Issue.

Summary of the Rights Issue’s conditions

Subscription price: SEK 1.22 per new Class B share. No commission is paid.
Volume of the Rights Issue: The Company will receive a maximum amount of approximately SEK 54 million by the Rights Issue before transaction costs, which is preliminarily estimated to be approximately SEK 1,8 million.
Preferential right to subscribe: A shareholder receives one (1) subscription right for each share (Class A share and Class B share) registered on the record date, 26 September 2025, to the shareholder. One (1) subscription right is entitled to subscribe with a preferential right to one (1) new Class B share in the Company.
Subscription and payment: Subscription of shares and payment shall take place during the subscription period in accordance with the Information Documentation.
Number of shares: The number of shares in the Company will increase with a maximum number of 44,307,468 Class B shares from a total of 44,307,468 shares (divided on 1 662 682 Class A shares and 42 644 786 Class B shares) to a total maximum of 88 614 936 shares (divided on 1 662 682 Class A shares and 86 952 254 Class B shares) if the Rights Issue is wholly subscribed.
Dilution: Existing shareholders who choose not to use their subscription rights to subscribe for new shares will be subject to a dilution effect corresponding to approximately a maximum of 50 percent of the capital, and approximately 43 percent of the votes, in the Company.
Subscription and underwriting commitments: The Company has received subscription and underwriting commitments amounting to approximately SEK 54 million (which equals 100 percent of the maximum amount of the Rights Issue) from the Company’s largest shareholder. However, the commitments are not secured by bank guarantees, escrow funds, pledges, or similar arrangements. The guarantee commitment is conditional on required approval from the Swedish Inspectorate for Strategic Products (ISP) for Ponderus Invest to fulfill the acquisition of shares pursuant to the guarantee commitment.
Marketplace: Nasdaq First North Growth Market.
Subscription rights: Subscription rights that are not exercised during the subscription period become invalid and lose their value. Subscription rights that are not intended to be used shall be sold at the latest on 10 October 2025 to not expire without value.

Subscription of Shares in the Rights Issue

Subscription with Preferential Rights

Directly Registered Shareholders

Shareholders, or representatives of shareholders, who on the record date of 26 September 2025 were entered in the share register maintained by Euroclear on behalf of the Company will receive a pre-printed issue statement with an attached payment form. Subscription through payment shall be made either by using the pre-printed payment form attached to the issue statement, or through subscription on Nordic Issuing’s platform. If all subscription rights allotted on the record date are exercised for subscription of shares, the pre-printed payment form from Euroclear Sweden shall be used as the basis for the subscription through payment. Please note that it may take up to three banking days for the payment to reach the recipient’s account. No additions or amendments may be made to the text pre-printed on the payment form. If a different number of subscription rights is exercised than those stated on the pre-printed payment form from Euroclear Sweden, subscription with support of subscription rights shall instead be made on Nordic Issuing AB’s (“Nordic Issuing”) platform at https://minasidor.nordic-issuing.se/member/ , which shall then serve as the basis for subscription through cash payment. Incomplete or incorrectly completed subscription forms may be disregarded. Subscriptions are binding.

Persons recorded in the special register maintained in connection with the share register, such as pledgees, guardians, and similar, will not receive information through the issue statement but will instead be notified separately. No VP notice (statement of account) will be distributed showing the registration of subscription rights in a shareholder’s VP account.

Nominee-Registered Shareholders

Shareholders whose holdings of shares in the Company are nominee-registered with a bank or other nominee will not receive an issue statement. Subscription and payment shall be made in accordance with the instructions from the respective bank or nominee. Please note that when exercising subscription rights through a bank or nominee, this should be done early during the subscription period, as each bank/nominee may apply different cut-off dates for the last day of subscription.

Subscription Without Preferential Rights

Applications to subscribe for shares without preferential rights shall be made through Nordic Issuing AB’s (“Nordic Issuing”) electronic platform (https://minasidor.nordic-issuing.se/member/ ).

Shareholders whose shareholdings are nominee-registered must submit their applications to subscribe for shares without preferential rights to their respective nominee in accordance with such nominee’s routines. To invoke subsidiary preferential rights, the subscription must be carried out through a nominee, as otherwise it would not be possible to identify an individual subscriber who has subscribed for shares both with and without exercising subscription rights. No payment shall be made in connection with the application to subscribe for shares without preferential rights.

Only one (1) application to subscribe for shares without preferential rights may be submitted. If more than one application is submitted, only the last received application will be considered. Incomplete or incorrectly completed applications may be deemed invalid and disregarded. Applications are irrevocable and binding.

Information Document

No prospectus will be prepared in connection with the rights issue. Instead, the Company has prepared and published an information document (the “Information Document”) in accordance with article 1.4 db of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In addition to being available on the Company’s website, the Information Document is also available on Nordic Issuing AB’s website (www.nordic-issuing.se). For complete information regarding the Rights Issue and its conditions, please refer to the Information Document.

The allotment of subscribed shares might require approval from the Swedish Inspectorate for Strategic Products (ISP). For more information on this issue, please refer to the Information Document.