LIDDS

Background

On 24 April 2025, a balance sheet for liquidation purposes showed that the Company’s shareholders’ equity was less than one-half of the registered share capital. Accordingly, on 28 May 2025, the Company held a first control meeting to consider whether the Company should enter into liquidation or continue its operations. The meeting resolved, in accordance with the Board of Directors’ proposal, to continue the operations. Under the Swedish Companies Act, the Company is required to hold a second control meeting within eight months of the first control meeting. At this second control meeting, the question of whether the Company should continue its operations or enter into liquidation shall again be considered.

LIDDS and the Board of Directors have worked intensively to raise capital and reverse the financial performance. Among other things, the Company entered into an agreement regarding a reverse takeover of Proport Invest AB, which was announced on 27 November 2025. On 10 December 2025, it was announced that the reverse takeover could not be completed following due diligence. Furthermore, the Company held an extraordinary general meeting on 18 December 2025 at which it was resolved to reduce the Company’s share capital to SEK 500,000.

No sustainable solution for the Company’s strained financial position in the short or medium term has, despite the measures taken, been identified, and the Board of Directors assesses that there are no longer sufficient conditions to continue operations. The Company currently conducts only limited operations, and the Board of Directors considers that the most cost‑effective way to wind down the remaining operations is to place the Company into voluntary liquidation. Against this background, the Board of Directors has resolved to propose that an extraordinary general meeting resolve on the voluntary liquidation of the Company. Subject to the general meeting resolving on voluntary liquidation, the Board of Directors proposes that the general meeting resolve on the delisting of the Company’s shares from Nasdaq First North Growth Market.

In light of the share capital reduction resolved by the general meeting on 18 December 2025, the Board of Directors assesses that the second balance sheet for liquidation purposes will not show that the shareholders’ equity is less than one-half of the registered share capital. The Board therefore proposes voluntary liquidation instead of compulsory liquidation.

An extraordinary general meeting is planned to be held on 28 January 2026 to resolve on the voluntary liquidation and the delisting of the Company’s shares. Notice of the extraordinary general meeting, including the complete proposed resolutions and the Board of Directors’ full reasoning and considerations, will be published by way of a separate press release.

Liquidation and delisting

In the event that the general meeting resolves on the voluntary liquidation of the Company, a liquidator will be appointed in connection therewith. The liquidator will thereafter work to liquidate the Company during 2026. A resolution on liquidation is valid if it is supported by shareholders holding more than one-half of the votes cast at the general meeting.

A resolution on delisting is valid if it is supported by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting and, where applicable, if the Company has an owner who, together with related parties, controls three-tenths or more of the voting power, it is further required that shareholders holding a majority of all other votes in the Company do not vote against the delisting proposal.

An application for delisting to Nasdaq may be submitted no earlier than three months after the market has been informed of the delisting plans.