Nanexa publishes EU growth prospectus in connection with rights issue

Publishing of EU growth prospectus
The prospectus has been prepared in connection with the Rights Issue and has been approved by the Swedish Financial Supervisory Authority today. The prospectus is available at the website of the Company (www.nanexa.com). The prospectus will also, in a few days, be available on the website of the Swedish Financial Supervisory Authority (www.fi.se/sv/vara-register/prospektregistret/).

Registration forms for subscription of issued new shares without subscription rights can be obtained from Aktieinvest by telephone (+46 8 5065 1795) or via email (emittentservice@aktieinvest.se), from the first day of the subscription period (October 12, 2023).

Timetable for the Rights Issue

• October 6, 2023: Last day of trading in the share, including the right to receive subscription rights.
• October 9, 2023: First day of trading in the share, excluding the right to receive subscription rights.
• October 10, 2023: Record date for participation in the Rights Issue, i.e. holders of shares who are registered in the share register maintained by Euroclear Sweden AB on this date will receive subscription rights for participation in the Rights Issue with preferential right.
• October 12 – October 26, 2023: Subscription period.
• October 12 – October 23, 2023: Trading in subscription rights.
• October 30, 2023: Expected day for publication of the outcome of the Rights Issue.

Subscription undertakings and guarantee commitment
As previously communicated, a number of existing shareholders, among them the Company's largest shareholder Novo Nordisk A/S has undertaken to subscribe for shares in the Rights Issue. Novo Nordisk A/S’ commitment to subscribe for shares for SEK 20 million is conditioned upon its ownership not exceeding 19.9 per cent of the total number of outstanding shares of the Company after the Rights Issue. Furthermore, persons in the Company's board and management team, among them CEO David Westberg, CFO Björn Svanström and chairman of the board Göran Ando as well as board members Jakob Dynnes Hansen, Eva Nilsagård and Birgit Stattin Norinder have undertaken to subscribe for shares in the Rights Issue. These undertakings amount to a total of approximately SEK 24 million, corresponding to approximately 20 per cent of the Rights Issue. In addition, the Rights Issue is covered by external guarantee commitments. In summary, subscription undertakings and guarantee commitments amount to SEK 75 million, corresponding to approximately 62 per cent of the Rights Issue.

Advisors
Zonda Partners is the sole global coordinator and bookrunner in connection with the Rights Issue. Advokatfirman Lindahl KB is legal advisor to the Company.

Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), securities referred to in the press release may only be offered in accordance with applicable exemptions under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).

This press release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release may not be sold in the United States without registration, or without application of an exception from registration, according to the applicable U.S. Securities Act from 1933 (“Securities Act”), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States. The information in this press release may not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which the release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would demand additional registration or other actions according to Swedish law. Acts in contrary to this instruction may constitute a crime according to applicable securities laws.

This release is not a prospectus in accordance to the definition in the Prospectus Regulation as has not been approved by any regulatory authority. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the prospectus. Thus, investors are encouraged to review the prospectus in its entirety. This press release constitutes an advertisement in accordance with article 2 k of the Prospectus Regulation. Nanexa has not authorized any offer to the public of shares or rights in any other member state of the EEA than Sweden. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares. An investment decision to acquire or subscribe for shares in the Rights Issue shall only be made based on publicly available information.

To the extent this press release contains forward-looking statements, such statements does not constitute facts and are characterized by words such as “shall”, “expect”, “believe” “assess”, “intend”, “estimate” and similar expressions. Such statements reflect Nanexa’s intentions, views or present expectations or assumptions. Such forward-looking statements are based on Nanexa’s current plans, estimates and projections, which have been made to the best of Nanexa’s ability. However, Nanexa does not assert that these statements will be correct in the future. Forward-looking statements are associated with risks and uncertainties which are difficult to predict and which generally cannot be affected by Nanexa. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.