Neovici Holding AB enters strategic partnership agreement and simultaneously establishes a new share issue facility of approximately SEK 15 million, with an initial tranche of SEK 3.2 million through a directed share issue.

NOTE: This is an English translation of the Press Release originally published in Swedish on May 9, 2025, 17:45

Summary

Neovici Holding AB (“Neovici” or the “Company”) has, through its subsidiary Neovici AB, entered into a strategic cooperation agreement with Aida Ek AB regarding, among other things, assistance with establishment in China and the rest of Asia. Neovici has further entered into an issue facility of up to SEK 15 million through directed issues of a total of 3,000,000 B shares at a price of SEK 5. Neovici has in a first step called up SEK 3.2 million in a directed issue of 640,000 B shares at a price of SEK 5. Neovici has further decided on a directed new share issue to Aida Ek of 1,000,000 B shares at a price of SEK 5, which refers to an advance payment according to the collaboration agreement.

The directed new share issue

The Board of Directors of Neovici has today decided on a directed new share issue with the support of the authorization of the 2024 Annual General Meeting. The Directed New Share Issue comprises 1,640,000 B shares at a subscription price of SEK 5 per share.

Aida Ek AB is entitled to subscribe in the directed New Share Issue, of which 640,000 B shares are subscribed for in cash and 1,000,000 B shares are subscribed for by offsetting the advance fee for strategic advice according to the agreement.

Strategic cooperation agreement

Neovici's operating company Neovici AB has contracted Aida EK AB for strategic advice with a focus on expanding the company's market penetration, particularly in China.

Neovici believes that a presence in China is highly desirable with significant potential in the long term.In addition, Neovici's major customers, both existing and those with whom final negotiations are underway, in several cases conduct business in China, which means that Neovici will soon need to adapt Neovici's Cosmoz system to Chinese conditions, which requires certain investments and adjustments.

Board of Directors' considerations

The Board of Directors has conducted a comprehensive analysis of the conditions for raising capital through a rights issue and compared the terms of a rights issue with a directed new issue with the issue facility. After carefully considering the pros and cons, the Board of Directors has concluded that a directed new share issue, without preferential rights, through the issue facility is the most advantageous alternative for the Company and its shareholders given the current market situation. The assessment is based, among other things, on the fact that a directed new share issue can be implemented significantly faster than a rights issue, which gives the Company greater scope to act on business opportunities and adapt to market changes. In addition, a directed new share issue is expected to entail lower transaction costs and less administrative complexity, especially considering that a rights issue in today's market climate would likely require extensive and costly guarantee commitments. A fundamental factor to consider when considering a suitable issue structure is that the Company is owned to approximately 61 percent of its capital by iWork, which is wholly owned by CEO Jan Berggren, also the founder and principal owner of Neovici. iWork

would not be able to subscribe for its pro rata share in cash in a rights issue, which is why the majority this share (61 percent) would need to be covered with issue guarantees. The practical effect of this is that a rights issue would have the nature of a directed issue to contracted issue guarantors.

The subscription price in the Directed New Issue has been determined through negotiations with Aida Ek AB, which concerned both the terms and conditions of the cooperation agreement and the issue facility. In this context, the parties to the cooperation agreement have seen it as positive that Aida EK will become a shareholder in Neovici with the additional incentive this entails.

The subscription price corresponds to a discount in relation to the prevailing stock price of approximately 26 percent. However, Neovici has been able to establish that trading in the Company's shares on Nasdaq First North for a relatively long time has been very limited and thus not very fair. Even trading of a few thousand shares typically results in significant price movements. In this context, it can be mentioned that Neovici has been informed by Nasdaq that Neovici should take measures to improve liquidity in trading to avoid being subject to so-called auction trading. This is something Neovici is currently working on. In summary, the Board of Directors has determined that the subscription price has been set in a manner that ensures it is on market terms and reflects current market conditions and demand.

Number of Shares, Share Capital, and Dilution
Through the directed share issue, the number of shares in Neovici increases by 1,640,000 shares, from a total of 42,094,095 shares to 43,734,095 shares. The share capital increases by SEK 82,000, resulting in a total share capital of SEK 2,186,704.75.
The directed share issue entails a dilution of approximately 3.75 percent of the share capital, calculated as the number of shares issued in the directed share issue divided by the total number of shares following the issue.
As previously stated, the directed share issue is part of a share issue facility of up to 3,000,000 Class B shares at a subscription price of SEK 5 per share.

Payment of Fee to a Related Party in Shares
Blasieholmen Investment Group Equity AB, a company in which Neovici’s Chairman of the Board, Erik Nerpin, serves as Chairman and is a minority shareholder, has assisted Neovici in the directed share issue. The fee for this service, amounting to SEK 0.75 million, will be settled through set-off by the issuance of 150,000 Class B shares. This transaction will be presented for approval at Neovici’s Annual General Meeting in June and is not included in the share issue facility.

For further information, please contact:
Jan Berggren, CEO, Neovici Holding AB
Email: jan.berggren@neovici.com
Phone: +46 70 650 10 01

About Neovici
Neovici Holding AB (“Neovici”), established in Stockholm in 2009, is a premier provider of automated financial and other services through the innovative SaaS platform, Cosmoz. The company is committed to continuous innovation, regularly introducing new features such as AI-driven automation tools. Neovici’s platform processes billion-sized transactions annually for major companies across retail, energy, and telecom sectors. Neovici has operations in the Nordic region and in Latin America. During 2024 Neovici was listed on Nasdaq First North Growth Market.

Read more: www.neovici.com.

Certified Adviser
Certified Adviser for Neovici is Eminova Fondkommission AB | + 46 8 684 211 10 | adviser@eminova.se

Important Information
This press release does not constitute an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in Neovici in any jurisdiction, neither from Neovici nor from any other party. Copies of this press release will not be made and may not be distributed or sent to the United States, Australia, Belarus, Russia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such distribution would be unlawful or require registration or other measures.
Recipients of this press release are responsible for using this document and the information contained herein in accordance with applicable rules in their respective jurisdictions.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Neovici has not approved any offering of shares or other securities to the public in any member state of the EEA and no prospectus has been or will be prepared in connection with the directed share issue. In any EEA Member State, this communication is only addressed to and directed at qualified investors as defined in the Prospectus Regulation.

This press release and the information contained herein may not be distributed in or into the United States. This document does not constitute an offer to acquire securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the securities referred to herein will be made in the United States.

This information is such that Neovici Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on May 9, 2025, at 17:45 CEST.