Katalysen Ventures

The board of directors of Katalysen has today, based on the authorization granted by the annual general meeting on 27 April 2023, resolved to carry out a directed share issue with deviation from the shareholders' preferential rights of 248'967 new shares to a group of international institutional investors.

The subscription price has been determined through negotiations and agreement with the subscribing investors. The price, SEK 15.0, corresponds to a discount of approximately 13% compared to the the volume-weighted average price for the KAV share over the period 2023-06-08 to 2023-07-07, and the board of directors thus assesses that the subscription price fairly reflects prevailing market conditions and demand. Due to the current volatile market climate, compensation for guarantee commitments in a rights issue would likely exceed the value of the discount for the directed share issue. Therefore, it is the board's assessment that the market value of the subscription price has been ensured. Payment of the subscription price shall be made in cash at the latest on 14 July 2023. The board of directors has the right to postpone the last date for payment.

The reason for executing the directed issue and to deviate from the shareholders' preferential rights are as follows:

The Company's board has investigated and considered various financing alternatives, among other things it has investigated the prerequisites for carrying out a successful rights issue (Swedish: Företrädesemission). Due to the prevailing market climate, the board considers that there are currently no suitable conditions for carrying out a rights issue on favorable terms. The board has noted that the majority of rights issues that have been carried out on the market have been negatively affected by the volatile market climate. In those cases where rights issues have been carried out, it has been noted that the market value of shares have fallen below subscription prices despite heavy discounts. As a result, the subscription rate outside of guarantee and subscription commitments has been low. It is therefore deemed beneficial to conduct a directed share issue to avoid exposure to price fluctuations in the market. Obtaining underwriting and guarantee commitments is a time-consuming and costly process. Taking into account that the subscription rate in rights issues on the market many times does not exceed the subscription and guarantee commitments, the board considers that it is not advantageous to pay compensation for the liquidity one expects to receive. Due to the above, the board does not consider it appropriate to carry out a rights issue under such conditions as described. The board's assessment is that a directed share issue ensures the most time- and cost-effective financing of the development of the Company.

The board also assesses that the signing investors have provided and are likely to continue to provide significant strategic, long-term value for the Company and its shareholders.

The board's overall assessment is that the above-mentioned reasons outweigh the reasons that justify the main principle that issues must be carried out with applicable shareholders' pre-emptive rights and that an issue with a deviation from shareholders' pre-emptive rights is therefore in the interests of the Company and all shareholders.

Through the directed issue, the number of shares and votes in the Company increases with 248'967 from 6'675'209 to 6'924'176, and the share capital increases with SEK 32'365.71 from SEK 867'777.17 to SEK 900'142.88. The directed issue results in a dilution for existing shareholders of approximately 3.7% of the number of shares and votes in the Company, based on the total number of shares and votes in the Company after the directed issue.