Acconeer

Summary of the Directed Issue and the Compensation Issue

• The Directed Issue comprises of a maximum of 5,482,456 shares and is directed to Alps Alpine. Upon full subscription in the Directed Issue, Acconeer will receive approximately SEK 25 million before deduction of issue costs. The subscription price in the Directed Issue is SEK 4.56 per share, which corresponds to the closing price of the Company's share on 13 February 2025.
• The right to subscribe for the new shares shall, with preferential rights, be granted to shareholders in proportion to the number of shares they already own, whereby one (1) existing share shall entitle the holder to three (3) subscription rights, and thirty-four (34) subscription rights shall entitle the holder to subscribe for one (1) new share.
• The Compensation Issue comprises a maximum of 5,484,249 shares. Upon full subscription in the Compensation Issue, Acconeer will receive approximately SEK 25 million before deduction of issue costs.
• The last day of trading in Acconeer's shares including the right to receive subscription rights in the Compensation Issue is 12 March 2025. The shares are traded excluding the right to receive subscription rights in the Compensation Issue from 13 March 2025.
• The subscription price in the Compensation Issue is SEK 4.56 per share, which corresponds to the closing price of the Company's share on 13 February 2025.
• The subscription period in the Compensation Issue runs from 18 March 2025 to 1 April 2025.
• The Compensation Issue is covered by subscription undertakings of approximately 17.12 per cent and free of charge bottom and top guarantee undertakings of approximately 8.0 and 74.88 per cent respectively. In total, 100 per cent of the Compensation Issue is thus covered by subscription undertakings and free of charge bottom and top guarantee commitments.
• The full terms and conditions of the Compensation Issue, including further information about the Company, will be available in an information memorandum expected to be published on or around 11 March 2025 (the “Information Memorandum”).

Background and motives

Acconeer's self-developed radar technology offers a unique combination of precision, power consumption and size. The company launched its first radar sensor in 2018 and has since then sold over three million units, including more than one million in the last 12 months. The company is in the final stages of developing its next-generation radar sensor, the A2, which will open up new, advanced applications and commercial opportunities.

Acconeer made significant progress last year, both in product development and commercially:

1. A number of new design wins in the automotive sector, in total the Company has now communicated design wins with an estimated value of USD 74 million 2024-2032.
2. Mass production of the first cars with presence detection based on Acconeer radar technology.
3. An updated go-to-market strategy and organisation was launched with a clear focus in four product areas, where the Company has a strong offering and sees opportunities to obtain larger customers. In all these areas, concrete progress is already visible, with strengthened key relationships, improved product offerings and a stronger sales pipeline. The company recruited sales representatives in key markets and signed agreements with major distributors to accelerate design-in work with high-volume customers.
4. In December, the chip design for the production variant of the A2 was finalised, which is a very important milestone in the project. Earlier in the year, prototypes were evaluated and successfully tested by customers in a real-world environment, leading to a first design win in the automotive industry. Acconeer also sees significant opportunities with A2 outside the automotive industry and aims to get its first design win during the year.

With this progress and the new strategy, the Company is well placed to achieve the previously communicated financial targets:

1. First EBIT positive quarter in 2025.
2. First cash flow positive quarter during 2026.
3. Revenues of more than SEK 300 million in 2027.
4. Long-term EBIT margin of at least 25 per cent.

Thomas Rex, Chairman of the Board of Acconeer comments: “We are delighted that Alps Alpine is entering into a directed share issue and continues to show strong confidence in Acconeer as a company, our technology and the market for our sensors. It is also gratifying that we can present a compensatory issue which is carried out without a discount and that is fully underwritten by major shareholders, board and management free of charge. This compensatory issue gives all shareholders the opportunity to participate on equal terms in the company's continued journey and value development”.

Masaaki Tanaka, Vice President Sensor & Communication Business, New Business at Alps Alpine comments: “We started evaluating Acconeer's technology back in 2017 and quickly recognised the potential of the innovative mmWave radar technology and a significant market opportunity in the automotive industry. In 2020, we invested in Acconeer through a directed share issue. In 2021, we entered into a joint development agreement for the next generation radar sensor “A2” to capitalise on the combined strengths of Acconeer's unique radar technology and Alpine's automotive expertise. Our collaboration has so far resulted in several launches for access control and interior detection applications with several leading car manufacturers. We also use Acconeer's technology in products for level measurement, distance measurement and load tracking. We strongly believe in the business opportunity, and we are increasing our investments in our joint development project through the directed share issue to ensure that together we bring a world-leading product to the market”.

The proceeds from the Directed Share Issue and the Compensation Issue are planned to be used to finance:

1. mainly the finalisation of the next generation radar sensor, A2
2. the commercialisation of A2 in new markets, development in new applications outside the automotive industry,
3. efforts with the aim of increasing sales and other business purposes.

The Directed Share Issue

The Board of Directors of Acconeer has today decided to propose that the Extraordinary General Meeting resolves on the Directed Share Issue comprising a maximum of 5,482,456 shares at a subscription price of SEK 4.56 per share. Through the Directed Share Issue, the Company will receive proceeds of approximately SEK 25 million before deduction of issue costs. The right to subscribe for the new shares shall only, with deviation from the shareholders' preferential rights, be granted to the existing and strategically important shareholder Alps Alpine.

The reasons for the deviation from the shareholders' preferential rights and for the Directed Share Issue being directed to an existing shareholder are as follows. Prior to the decision to propose the Directed Share Issue, the Board of Directors has carefully investigated and considered alternative financing options, including raising capital solely through a rights issue. However, after an overall assessment and careful consideration, the Board of Directors considers that a new share issue carried out with deviation from the shareholders' preferential rights in combination with a rights issue is a more favourable alternative for the Company and the Company's shareholders than an isolated rights issue and that it is objectively in the interest of both the Company and its shareholders to carry out the Directed Share Issue. The Board of Directors has considered, inter alia, the following.

Alps Alpine is an existing shareholder in the Company and an important partner. The reason why the Directed Share Issue is directed to an existing shareholder in the Company is that it has expressed and shown a long-term interest in and commitment to the Company, which, according to the Board of Directors, creates security and stability for both the Company and its shareholders. Alps Alpine is a strategically important investor, and without Alps Alpine it would not have been possible for the Company to secure the financing of the A2 project. At the same time, other shareholders are given the opportunity to subscribe for shares on the same terms through the Compensation Issue.

The Company is in an important phase and has a need for financing to secure the Company's long-term operations. A more extensive and isolated rights issue would require significantly more time and resources to implement and entail a higher risk of negative impact on the share price, especially considering the current volatile and challenging market conditions. From a shareholder perspective, an isolated rights issue thus entails a risk of a negative effect on the share price compared to a directed share issue in combination with a rights issue.

Considering the above, the Board of Directors' overall assessment is that the reasons for carrying out a directed share issue in combination with a rights issue outweigh the reasons for carrying out a more extensive isolated rights issue, and that the Directed Share Issue to Alps Alpine is therefore in the interest of both the Company and all its shareholders.

The Board of Directors has, prior to the resolution on the Directed Share Issue, placed great importance on ensuring that the subscription price shall be on market terms in relation to the prevailing share price. The subscription price has, after arm's length negotiations between the Company and Alps Alpine, been set at SEK 4.56 per share, which corresponds to the closing price of the Company's share on 13 February 2025. Considering this, the Board of Directors makes the assessment that the subscription price is market-based and reflects the demand for the Company's shares.

Alps Alpine has, through a subscription undertaking, undertaken to subscribe for the shares in the Directed Share Issue and to vote in favour of the Directed Share Issue and the Compensation Issue at the Extraordinary General Meeting, provided that the Company completes the fully secured Compensation Issue.

Compensatory Issue

As part of the agreement with Alps Alpine and to compensate the shareholders who do not participate in the Directed Share Issue, the Board of Directors proposes that the Extraordinary General Meeting resolves on the Compensation Issue of a maximum of 5,484,249 shares which, if fully subscribed, would provide the Company with approximately SEK 25 million before deduction of issue costs. Shareholders on the record date 14 March 2025 will receive three (3) subscription rights for each (1) existing share, whereby 34 subscription rights shall entitle to subscription of (1) new share. The subscription price in the Compensation Issue shall be SEK 4.56 per share, which corresponds to the closing price of the share of the company on 13 February 2025.

In the event that all shares are not subscribed for with subscription rights, the Board of Directors shall, within the framework of the maximum amount of the Compensation Issue, resolve on allotment of shares subscribed for without subscription rights, whereby allotment shall be made as follows. Firstly, allotment shall be made to those who have subscribed for shares with subscription rights (regardless of whether they were shareholders on the record date or not) and who have expressed an interest in subscribing for shares without subscription rights and, in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each of those who have expressed an interest in subscribing for shares without subscription rights have utilised for subscription of shares. Secondly, allotment shall be made to others who have subscribed for shares in the Compensation Issue without subscription rights and, if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of shares for which the subscriber has applied for subscription. Thirdly, allotment shall be made to those who have provided guarantee commitments regarding subscription of shares, in proportion to such guarantee commitments. To the extent that allotment at any stage according to the above cannot be made pro rata, allotment shall be made by drawing lots.

Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from 18 March 2025 up to and including 27 March 2025 and trading in paid subscribed shares (BTA) will take place on Nasdaq First North Growth Market from 18 March 2025 up to and including 22 April 2025.

Underwriting and guarantee commitments

Alps Alpine has through a subscription undertaking undertaken to subscribe for the shares in the Directed Share Issue provided that the Company completes the Compensation Issue.

BGA Invest AB, Sifonen Aktiebolag, Lars-Erik Wernersson AB, Thomas Rex (chairman of the board) and Björn Bengtsson (CFO) have provided subscription commitments for the Compensation Issue totalling approximately SEK 4.28 million, corresponding to approximately 17.12 per cent of the Compensation Issue. The subscription commitments are distributed as follows.

In addition, the Company has received underwriting commitments free of charge from BGA Invest AB, Sifonen Aktiebolag, Thomas Rex and Ted Hansson (CEO), amounting to a total of approximately SEK 2.0 million, which corresponds to approximately 8.0 per cent of the Compensation Issue. The underwriting commitments are distributed as follows.

BGA Invest AB, Sifonen Aktiebolag, Thomas Rex, Ted Hansson, Björn Bengtsson and Lars-Erik Wernersson AB have also entered into top guarantee commitments free of charge amounting to a total of approximately SEK 18.72 million, corresponding to approximately 74.88 per cent of the Compensation Issue. The top guarantee commitments are distributed as follows.

In total, 100 per cent of the Compensation Issue is thus covered by free of charge subscription undertakings and free of charge bottom and top guarantee undertakings.

No compensation is paid for subscription commitments made, neither in the Directed Share Issue nor in the Compensation Issue, nor for bottom and top guarantee commitments made in the Compensation Issue. Neither the subscription commitments nor the bottom and top guarantee commitments are secured by bank guarantee, blocked funds, pledge or similar arrangements.

Change in number of shares and share capital and dilution

Through the Directed Share Issue, the number of shares in Acconeer will increase by a maximum of 5,482,456 shares, from 62,154,827 shares to 67,637,283 shares, and the share capital will increase by a maximum of SEK 274,122.8, from SEK 3,107,741.35 to SEK 3,381,864.15, resulting in a dilution of approximately 8.1 per cent.

Through the Compensation Issue, the number of shares in Acconeer will increase by a maximum of 5,484,249 shares, from 67,637,283 shares to 73,121,532 shares, and the share capital will increase by a maximum of SEK 274,212.45, from SEK 3,381,864.15 to SEK 3,656,076.60. For existing shareholders who do not participate in the Compensation Issue, this means, at full subscription, an additional dilution effect of approximately 7.5 per cent of the votes and capital in the Company.

The total dilution effect, if both the Directed Share Issue and the Compensation Issue are fully subscribed, amounts to approximately 15 per cent.

Preliminary timetable for the Compensation Issue

The timetable is indicative only and dates are subject to change.

The Extraordinary General Meeting

The Company will issue a separate press release convening the Extraordinary General Meeting to be held on 6 March 2025.

Information memorandum

Full terms and conditions of the Compensation Issue and other information about the Company will be set out in the Information Memorandum which is expected to be published by the Company before the subscription period commences.

Advisers

Moll Wendén Advokatbyrå is legal adviser to Acconeer AB in connection with the Directed Share Issue and the Compensation Issue and Eminova Fondkommission AB is issuing agent in connection with the Directed Share Issue and the Compensation Issue.