Flerie

The Board of Directors of Flerie AB (publ) (“Flerie” or the “Company”) has decided on a directed new share issue of SEK 76 million to the Fourth Swedish National Pension Fund, Cajelo Invest, and Christian von Koenigsegg at a subscription price corresponding to today's closing price. The Board of Directors simultaneously proposes that the Annual General Meeting resolve on a bonus issue and that the Company's share redemption programme be implemented for the last time in 2026 and subsequently discontinued. The Company's principal owners, T&M Förvaltning AB and T&M Participation AB, have undertaken to, without compensation, have all shares allocated to them within the framework of the bonus issue cancelled. This would result in the other shareholders' ownership in the Company increasing by approximately 16 per cent.¹

The directed new issue
The Board of Directors has, with the support of the issue authorisation granted by the Annual General Meeting on 14 May 2025, decided on a directed new issue of 2,187,051 newly issued ordinary shares at an offer price of SEK 34.75 per share (the “Directed New Issue”). The Company thereby receives SEK 76 million before deduction of transaction costs, which are estimated to amount to approximately SEK 75,000. The subscription price corresponds to the closing price of the Company's ordinary share on Nasdaq Stockholm on 24 February 2026. The Fourth Swedish National Pension Fund, Cajelo Invest, and Christian von Koenigsegg participated in the Directed New Issue. As the subscription price in the Directed New Issue corresponds to the closing price of the ordinary share on 24 February 2026, the Board of Directors considers that it reflects current market conditions and demand. Through the Directed New Issue, the Company's share capital will increase by SEK 4,374,102, from SEK 154,911,924 to SEK 159,286,026, through the new issue of 2,187,051 ordinary shares, which means that the total number of shares will increase from 77,455,962 to 79,643,013 shares, all of which are ordinary shares. The Directed New Issue will result in a dilution of approximately 2.7 per cent of the capital and votes for existing shareholders, based on the total number of shares and votes in the Company after the Directed New Issue. The net proceeds from the Directed New Issue is intended to be used to accelerate the development of the existing portfolio companies. In connection with the Directed New Issue, the Company's Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a new issue with preferential rights for the Company's shareholders. The Board of Directors considers that the reasons for deviating from the shareholders' preferential rights are (i) that a rights issue would take significantly longer to implement and entail a higher risk of a negative effect on the share price, particularly in light of the current volatile and challenging market conditions, and (ii) that a directed new share issue can be implemented at a significantly lower cost and with less complexity than a rights issue. Taking the above into consideration, the Board of Directors has assessed that a directed issue of ordinary shares with deviation from the shareholders' preferential rights is the most advantageous alternative for the Company to carry out the capital raise.

Bonus issue and termination of the share redemption programme
The Board of Directors further proposes that the Annual General Meeting resolve on a bonus issue with the issue of new ordinary shares. The bonus issue is proposed to be carried out at a ratio of 1:7, which means that each shareholder for every seven (7) existing ordinary shares receives one (1) new ordinary share free of charge. The bonus issue is carried out by transferring funds from non-restricted equity to share capital. The company's principal owners, T&M Förvaltning AB and T&M Participation AB, which together own approximately 76 per cent of all ordinary shares, have in connection herewith undertaken to, without compensation, return all ordinary shares allocated to them within the framework of the bonus issue to Flerie for cancellation. Other shareholders will thereby, following the implementation of the bonus issue, increase their ownership in the Company by approximately 16 per cent.² The bonus issue both increases liquidity in the Flerie share and compensates shareholders for the proposed termination of the share redemption programme. The decision on the bonus issue is conditional upon the Annual General Meeting simultaneously deciding to terminate the share redemption programme in accordance with the Board's proposal. The share redemption programme was introduced by a resolution at an Extraordinary General Meeting on 10 June 2024 and is governed by Sections 7–10 of the Company's Articles of Association. The programme entitles shareholders to, during an annually determined conversion period, request conversion of ordinary shares into series C shares, which are thereafter redeemed at a redemption price corresponding to the net asset value per share. The Board of Directors proposes that the redemption programme be carried out for the last time in 2026, by supplementing the provisions of Sections 7–10 of the Articles of Association with provisions stipulating that they will no longer apply after the calendar year 2026. Provided that the Annual General Meeting resolves to discontinue the programme, the Board of Directors thereafter intends to propose at the Annual General Meeting 2027 that Sections 7–10 be repealed in their entirety, as the programme will at that time be fully wound up and the provisions will no longer serve any purpose.

The Board's proposal to terminate the share redemption programme is based on an overall assessment of the Company's long-term capital structure and strategic interests. The Board considers that the Company's capital should primarily be allocated to investments in the existing portfolio rather than to the payment of redemption proceeds to shareholders. Furthermore, the share redemption programme is also not considered to have fulfilled its purpose of minimising the discount to net asset value on the Company's shares, which means that the programme over time will lead to a reduction in the liquidity of the share and a reduction in the number of shareholders in the Company. In light of the above, the Board of Directors considers that it is in the interests of all shareholders to discontinue the share redemption programme. A decision to amend or repeal the provisions of Sections 7–10 of the Articles of Association requires the support of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the general meeting. The shareholders T&M Förvaltning AB, T&M Participation AB, the Fourth Swedish National Pension Fund, Cajelo Invest, Christian von Koenigsegg, the management team and board of directors, who represent approximately 90 per cent of the votes in the Company, have undertaken to vote in favour of the proposal to terminate the share redemption programme at the Annual General Meeting on 26 March 2026 as well as not to utilise the share redemption programme in 2026. The Company will separately convene an Annual General Meeting on 26 March 2026. More information regarding the bonus issue and the termination of the share redemption programme will be provided in the notice.

For further information, please contact:
Ted Fjällman, CEO
Email: ir@flerie.com
Telephone: +46 (0)76 600 89 26

This information is inside information that Flerie 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, at 23:35 CET on 24 February 2026.

About Flerie
Flerie is an active and long-term investor in Life Science, with a broad and diversified portfolio of innovative companies with groundbreaking technologies. We invest globally in companies in product development and commercial growth, together with other leading investors, focusing on hard-to-reach private companies. Flerie's active ownership model, broad network and resources are used to support and accelerate the development of the companies' projects, creating value for shareholders. Flerie AB's ordinary shares are listed on Nasdaq Stockholm under the ticker FLERIE. For further information, see www.flerie.com.

¹ Calculated on the basis of shares in the Company following the Directed New Issue, full utilisation of the share redemption programme in 2026, and the shares to be issued to the shareholders of Lipum AB pursuant to the merger as communicated by the Company in separate press releases available on the Company’s website.
² Calculated on the basis of shares in the Company following the Directed New Issue, full utilisation of the share redemption programme in 2026, and the shares to be issued to the shareholders of Lipum AB pursuant to the merger as communicated by the Company in separate press releases available on the Company’s website.

Important information
This press release may not be published, disclosed or distributed, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, states of the United States and the District of Columbia), Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or any other country where publication, disclosure or distribution would be unlawful. This press release is for informational purposes only and does not constitute an offer to sell or issue, or a solicitation to buy, acquire or subscribe for shares in the Company in the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or any other country where such an offer or solicitation is not permitted, or to any person to whom it is unlawful to make such an offer or solicitation. Failure to comply with these instructions may constitute a violation of securities laws in such countries. This press release is not a prospectus pursuant to Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any public offering of securities in any EEA Member State and no prospectus has been or will be prepared in connection with the Directed New Issue. In each EEA Member State, this announcement is directed only at “qualified investors” in that Member State as defined in the Prospectus Regulation.

In the United Kingdom, this document and other materials relating to the securities referred to herein are distributed and directed only to, and an investment or investment activity attributable to this document is only available to and will only be available to, “qualified investors” (as defined in the UK version of the Prospectus Regulation (EU) 2017/1129, which is part of UK law through the European Union (Withdrawal) Act 2018), who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of “professional investors” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) “high net worth entities” etc. as referred to in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as “relevant persons”). Any investment or investment action referred to in this notice is available in the United Kingdom only to relevant persons and will only be carried out with relevant persons. Persons who are not relevant persons should not take any action based on this document, nor act or rely on it.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or jurisdiction in the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States, except in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with all applicable securities laws of any state or other jurisdiction in the United States. The Directed New Issue is not being offered to the general public in the United States, Sweden or elsewhere. This press release has been issued by, and is the sole responsibility of, the Company. The distribution of this press release and the offer of the securities referred to herein may be prohibited by law in certain jurisdictions. No action has been taken by the Company or any of their respective affiliates that would, or is intended to, permit an offer of the securities in any jurisdiction or that would result in the possession or distribution of this press release or any other material relating to the offer or marketing material relating to the securities in any jurisdiction where action is required for this purpose. Persons in possession of this press release will be urged by the Company to keep themselves informed of and to observe such restrictions. This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in new shares. An investment decision to acquire or subscribe for new shares in the Directed New Issue must be made solely on the basis of publicly available information.

This press release does not constitute an invitation to guarantee, subscribe for or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed New Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and the information described in this press release and all publicly available information. The price and value of the securities may decrease as well as increase. Historical results are not indicative of future results. This press release contains (or may contain) certain forward-looking statements that relate to certain of the Company's current expectations and assessments regarding future events. These statements, which may sometimes include words such as “goal”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the Board's perceptions and expectations and contain a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from the expected future results or performance expressed or implied in the forward-looking statement. Statements in this press release regarding past trends or activities should not be interpreted as an assurance that such trends or activities will continue in the future. The information in this press release may be subject to change without notice and, except as required by applicable law or the Nordic Main Market Rulebook for Issuers of Shares, the Company undertakes no obligation to publicly update or revise any of the forward-looking statements, which speak only as of the date of this press release. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. No statements in this press release are or are intended to be a profit forecast or profit estimate or to imply that the Company's profit for the current or coming financial year will match or exceed the Company's historical or published profit. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.