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Ponderus Invest’s subscription in Ortivus Rights Issue may trigger obligation to make a public takeover offer

2025-10-30 16:00

Ortivus Aktiebolag (“Ortivus” or the “Company”) resolved at an extraordinary general meeting on 19 September 2025 to carry out a fully underwritten rights issue of B shares corresponding to a total issue amount of approximately SEK 54 million (the “Rights Issue”). The Company’s largest shareholder, Ponderus Invest AB, submitted subscription and guarantee commitments covering the entire Rights Issue.

The Company has today published the outcome of the Rights Issue and, following discussions with Ponderus Invest, has established that Ponderus Invest’s ownership in the Company amounts to 61% of the shares and 53% of the voting rights following completion of the Rights Issue.

Under applicable rules of good stock market practice, as set out in the non-statutory Takeover Rules for certain trading platforms, Ponderus Invest is required to disclose its total shareholding in the Company once the Rights Issue has been registered with the Swedish Companies Registration Office (Bolagsverket) if its shares in the Company represent 30% or more of the total voting rights. Following this, Ponderus Invest has four weeks under the rules either to reduce its holding to below thirty (30) percent of the voting rights in the Company or to make a public takeover offer for the remaining shares in the Company.

The Company expects the Rights Issue to be registered with Bolagsverket no later than week 45, 2025.

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