Byhmgard publishes information brochure relating to the fully underwritten rights issue of units of approximately SEK 36 million

In relation to the Rights Issue, the Company has on a voluntary basis prepared and published the Information Brochure. The Information Brochure includes the full terms and conditions and instructions for the Rights Issue, as well as information on subscription and certain other information. The Information Brochure is published in Swedish on the Company’s website.

Timetable for the Rights Issue

Advisers

Byhmgard has engaged DNB Carnegie, DNB Carnegie Investment Bank AB (publ) and Redeye AB as financial advisers and Advokatfirman Hammarskiöld & Co AB as legal adviser in connection with the Rights Issue.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal 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 legal 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 buy or subscribe for any securities in Byhmgard in any jurisdiction, neither from Byhmgard nor from someone else.

This press release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company is not obliged to prepare a prospectus or an information document as referred to in Annex IX of the Prospectus Regulation in connection with the Rights Issue. However, the Company has, on a voluntary basis, prepared and published an information brochure setting out the full terms and conditions of the Rights Issue, as well as certain other information. The Information Brochure is available on the Company’s website.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue 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 press release or its accuracy or completeness.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

The Company makes the assessment that Byhmgard is engaged in activities that are subject to protection under the Swedish Foreign Direct Investment Screening Act (2023:560) (the “FDI Act”). In accordance with the FDI Act, the Company must inform prospective investors that the Company’s activities fall within the scope of the FDI Act and that the investment may be subject to notification. In the event that an investment is subject to notification, it must be reported to the Inspectorate for Strategic Products (“ISP”) before it is made. An investment in the Rights Issue may be subject to notification if i) the investor, someone in its ownership structure or someone on whose behalf the investor is acting, after the investment, would directly or indirectly hold votes corresponding to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the votes in the Company (in which case votes held directly or indirectly by a related party are included), or ii) the investor, someone in their ownership structure or someone on whose behalf the investor is acting, would, through the investment, gain direct or indirect influence over the management of the Company. However, the notification requirement under i) above does not apply to acquisitions of shares with preferential rights in relation to the number of shares owned by the investor. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, solvency, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “aim”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “will”, or “should”, or, in each case, their negative or variations thereof, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or NGM Growth Market’s rule book.