Saniona

Terms for the Compensation Issue

In connection with the announcement of the Rights Issue, it was communicated that the Rights Issue was covered by guarantee commitments amounting to a total of approximately SEK 78.4 million. In accordance with the guarantee agreements, guarantee commitments entitled to guarantee compensation corresponding to eleven (11) per cent of the guaranteed amount in cash or fourteen (14) per cent of the guaranteed amount in units. In total, two guarantors have chosen to receive guarantee compensation in the form of newly issued units in accordance with the below.

Due to this, the board of directors of Saniona has today, based on the authorization granted by the extraordinary general meeting on 16 January 2024, resolved on the Compensation Issue, which comprises a total of 1,984,438 units, corresponding to approximately SEK 8.4 million. The cash component of the guarantee compensation amounts to approximately SEK 2.0 million.

Each unit consists of two (2) shares and one (1) warrant series TO 4. A total of 1,984,438 units are subscribed for, corresponding to 3,968,876 shares and 1,984,438 warrants series TO 4. The subscription price in the Compensation Issue amounts to SEK 4.23, which corresponds to a subscription price per share of SEK 2.115. The subscription price per unit corresponds to the volume-weighted average price of the Company's share on Nasdaq Stockholm during the subscription period in the Rights Issue, multiplied by two (2). The basis for calculating the subscription price was determined through negotiations between the guarantors and the Company, in consultation with financial advisors and through analysis of a number of market factors. In light of this, it is the board of directors’ assessment that the subscription price is at market. The warrants are issued free of charge.

The reasons for the deviation from the shareholders' preferential right are as follows. In accordance with the executed guarantee agreements, guarantee compensation shall be paid either in cash at an amount corresponding to eleven (11) per cent of the guaranteed amount or fourteen (14) per cent of the guaranteed amount in the form of newly issued units in the Company, in accordance with the terms and conditions stated above. As a result of the guarantee commitments, each subscriber thus has a claim on the Company regarding guarantee compensation. Each subscriber has declared its willingness to allow the Company to offset the debt regarding guarantee compensation by carrying out an offset issue. The Compensation Issue is thus carried out in order to fulfil the Company's obligations to the guarantors as a result of the guarantee agreements entered into. The Company's alternative to carrying out the Compensation Issue is to instead settle the guarantee compensation through cash payment. The board of directors is of the opinion that – taking into account current market conditions – it is in the interest of the Company’s financial position and in the interest of the shareholders to carry out the Compensation Issue on the stated terms and conditions, as the Company will then release funds that strengthen the Company's working capital.

Through the Compensation Issue, the number of shares in Saniona will increase by 3,968,876, from 107,269,376 to 111,238,252. The share capital will thereby increase by SEK 198,443.80, from SEK 5,363,468.80 to SEK 5,561,912.60. The Compensation Issue thus entails a dilution effect on the Company’s shares of approximately 3.6 per cent.

Through the Compensation Issue, 1,984,438 warrants series TO 4 are issued. In case all outstanding warrants series TO 4, including the warrants issued through the Rights Issue, are exercised for subscription of new shares in the Company, the number of shares will increase by an additional 45,126,836 shares to 156,365,088 shares, entailing an increased dilution of approximately 28.9 per cent, of which a maximum of approximately 1.8 per cent is attributable to the warrants issued through the Compensation Issue.

Each warrant series TO 4 entitles the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to seventy (70) per cent of the volume-weighted average price of the Company's share on Nasdaq Stockholm during the period from and including 28 February 2025 up to and including 13 March 2025, however not less than the share's quota value. Subscription of shares by exercise of warrants series TO 4 takes place during the period from and including 18 March 2025 up to and including 1 April 2025. Upon full exercise of all warrants issued within the framework of the Compensation Issue, the Company will receive a maximum of approximately SEK 0.5 million before issue costs. Complete terms and conditions for warrants series TO 4 are available on the Company's website, www.saniona.com.

Terms for the Convertible Issue

In connection with the Rights Issue, the Company has renegotiated the outstanding loan from Formue Nord, which was originally obtained in July 2021, and which, after previous amortization/set-off, amounted to a total of approximately SEK 61.2 million. In connection with the Rights Issue, approximately SEK 1.6 million has been repaid by set-off and approximately SEK 18.4 million will be repaid in cash. Of the remaining loan of approximately SEK 41.2 million, approximately SEK 31.2 million will continue to run as a loan and SEK 10 million will be converted into Convertibles in the Company. The board of directors of the Company has therefore resolved, based on the authorization granted by the extraordinary general meeting held on 16 January 2024, on a directed issue of Convertibles to Formue Nord.

The total nominal amount of the Convertibles amounts to SEK 10 million. Formue Nord has the right to request conversion of the Convertibles into shares at a conversion price of SEK 3.09 per share, which corresponds to 150 per cent of the subscription price per share in the Rights Issue. Conversion may be requested as from the date of registration of the Convertibles with the Swedish Companies Registration Office up to and including 31 July 2025 and each request for conversion must relate to an amount of at least SEK 2 million. Payment for the Convertibles will be made by offsetting Formue Nord's claims under the existing outstanding loan.

The Convertibles carry an annual interest rate of STIBOR 3M plus an interest margin of 8.00 per cent, to be paid at the end of each calendar quarter. The Convertibles shall, if not previously converted, be repaid no later than 31 July 2025. The Company has the right to repay the Convertibles in advance at any time without additional costs, but if the Company requests to repay in advance, Formue Nord has the right to request conversion of the requested repayment amount instead.

The reasons for the deviation from the shareholders' preferential right is that the issue is made due to the restructuring of the loan agreement between the Company and Formue Nord that the parties agreed on in connection with the Rights Issue and which was announced on 14 December 2023. According to the new terms of the loan, approximately SEK 1.6 million has been repaid by set-off and approximately SEK 18.4 million will be repaid in cash. Of the remaining loan amount of approximately SEK 41.2 million, approximately SEK 31.2 million will continue to run as a loan and SEK 10 million will be converted into Convertibles in the Company. The board of directors has carefully considered various possibilities to finance the partial payment of the outstanding loan. In connection with this, the board of directors has, among other things, considered the possibility of financing the partial payment of SEK 10 million of the outstanding loan by increasing the size of the Rights Issue, but has made the assessment that such a rights issue would probably not be fully subscribed or subscribed to a sufficient extent. In an overall assessment of the possibility of financing the partial payment of SEK 10 million of the outstanding loan, the board of directors' overall assessment is thus that the reasons for carrying out a directed set-off issue of Convertibles outweigh the reasons that justify the main rule that new issues shall be carried out with preferential rights for the shareholders and a directed set-off issue of Convertibles is, in the opinion of the board of directors, the most advantageous alternative for the Company and the Company's shareholders.

The subscription price for the Convertibles and the other terms and conditions have been determined through negotiations with Formue Nord at arm’s length, in consultation with advisors and through analysis of several market factors, and is deemed by the board of directors to be in line with market conditions based on prevailing conditions on the capital market.

Advisers

Vator Securities AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue. Vator Securities AB is also issuing agent in connection with the Rights Issue.