Senzime

About the Share Issue
The board of Senzime has, based on the authorization to issue shares granted by the annual general meeting held on May 16, 2023, resolved on the Share Issue which was directed to a limited number of investors, including institutional investors as Fjärde AP-fonden, Crafoordska stiftelsen and Handelsbanken Fonder AB. Through the Share Issue, which consists of a total of 12,500,000 shares at a subscription price of SEK 4,50, the Company will receive MSEK 56.25 (before transaction costs). Through the Share Issue the Company’s share capital will increase by SEK 1,562,500 to SEK 12,515,326.75

The board’s chairman Adam Dahlberg is participating in the Share Issue and will subscribe for 1,137,500 new shares for approximately MSEK 5,1. This part of the Share Issue is subject to approval from the general meeting. The notice to the general meeting will be published separately. Assuming that the directed share issue to Adam Dahlberg is approved by the general meeting, the total dilution will be approximately 12.5 percent.

The subscription price in the Share issue has been determined through negotiations with investors, and since these negotiations have resulted in that the subscription price shall correspond to the average price of the Company's share on Nasdaq Stockholm during the trading day August 23, 2023, the subscription price is considered to be at market terms.

The proceeds from the Share Issue shall primarily be used to continue to strengthen the Company's commercial expansion linked to the recently issued European and American guidelines, as well as to ensure delivery of innovation projects and to finance the Company's general working capital needs as a result of the background of expected growth.

To facilitate the execution of the Share Issue, the new shares will initially be subscribed by Nordic Issuing AB, acting as the issuing agent in the Share Issue, up to an amount equivalent to the shares' quota value. In connection with the settlement date, around August 25, 2023, the Company will receive the remaining amount from the investors participating in the Share Issue, which is the difference between the subscription price in the Share Issue and the quota value. The new shares are expected to be admitted to trading on Nasdaq Stockholm on August 29, 2023.

“I am very pleased that our investors continue to show their trust in Senzime. The financial markets are certainly challenging and the issue is a statement of strength for Senzime and a receipt for the quality of our operations and our products", comments the Company's CEO Philip Siberg.

The board´s considerations
The board has considered alternative financing models, including the possibility of carrying out a rights issue. The board is aware of that the main rule for issues of shares where payment is made with cash should be carried out as right issues with preferential rights for existing shareholders and has taken the regulations by the Swedish stock market´s self-regulatory committee (Sw. Aktiemarknadens självregleringskommitté (“ASK”) established in July 2023 into account. ASK's rules state that it may normally be considered acceptable for share issues to be carried out with deviation from the shareholders' pre-emptive rights if, based on the circumstances and on objective grounds, it can be considered to be in the shareholders' interest to deviate from the pre-emptive rights. After an overall assessment of the market situation and Senzime’s financial position, the board considers that it is in the shareholders’ interest on objective grounds to carry out the Share Issue and that the terms are balanced and at market terms. The board elaborates on its considerations below.

• A rights issue with preferential rights for existing shareholders would take significantly longer to carry out compared to the capital raising that has now been carried out. The process of drafting a prospectus and guarantee procurement is time- and resource consuming compared to the now carried out Share Issue, which through intensive work on the part of the board and advisers has been able to be carried out in a short time and with, according to the board, a good result.
• Considering the current financial market situation, the costs for guarantee procurement is considerable, which has now been avoided through the Share Issue. Further, the Company gets access to the proceeds significantly faster than if a rights issue, which increases the Company's liquidity and flexibility to be able to take advantage of business opportunities.
• An additional aspect that speaks in favor of the choice of a directed share issue is that the Share Issue has been possible to carry out without discount, i.e., at market price. A rights issue would most likely have had to be made at not inconsiderable discount, which would lead to larger dilution effects for the Company´s current shareholders, which has now been avoided through the Share Issue. From a shareholder perspective, a rights issue at a discount also entails a risk of a negative effect on the share price.
• Lastly, an additional reason to deviate from the shareholders’ pre-emptive rights is that it has been possible to further strengthen the shareholder base through the Share Issue by way of subscription from larger long-term owners, for example Fjärde AP-fonden, Crafoordska stiftelsen and Handelsbanken Fonder AB.

In light of the above, the board has made the assessment that a directed share issue on current terms is a wiser alternative for all shareholders than carrying out a traditional rights issue with a discount on the current share price. Therefore, the board’s overall assessment is partly that the above-mentioned reasons for a directed share issue outweigh the reasons for a rights issue according to the main rule, and partly that a directed share issue is considered to be in the interests of both the Company and all shareholders.

The Share Issue is directed to a number of existing shareholders, which the board deems be both in the interests of the Company and its shareholders, as these owners have a long-term commitment to the Company. The fact that existing shareholders participate has also made it possible to set the subscription price at a level beneficial to all shareholders, since the Issue is carried out at market price, i.e., without any discount.

Advisers

In connection with the Share Issue, the Company has retained Zonda Partners as financial advisor and Advokatfirman Lindahl KB as legal adviser to the Company.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be unlawful or require additional registration or other measures.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Hong Kong, Japan, Canada, New Zeeland, Switzerland, Singapore, South Africa, Russia and Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus as set forth in 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 securities offering to the public in any member state of the EEA and no prospectus has been published or will be published in connection with the Share Issue. In each member state of the EEA, this message is only directed towards "qualified investors" in that member state in accordance with the definition in the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of Article 86(7) of the Financial Services and Markets Act 2000) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the shares. Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the financial advisor.

This press release does not constitute a recommendation for any investors' decisions regarding the Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless this is required under law or Nasdaq Stockholm's rulebook for issuers.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Senzime have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Senzime may decline and investors could lose all or part of their investment; the shares in Senzime offer no guaranteed income and no capital protection; and an investment in the shares in Senzime is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Senzime.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Senzime and determining appropriate distribution channels.