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Svenska Aerogel Holding AB (publ) publishes information memorandum in connection with rights issue of units

MARKN.

NOT FOR PUBLICATION, DISTRIBUTION, OR DISCLOSURE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH KOREA, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH ACTION WOULD BE PROHIBITED BY LAW OR REQUIRE REGISTRATION OR OTHER MEASURES. SEE ALSO THE SECTION “IMPORTANT INFORMATION” BELOW.

The board of directors of Svenska Aerogel Holding AB (publ) ("Svenska Aerogel" or the “Company”) has prepared an information memorandum (the “Information Memorandum”) in connection with the Company’s forthcoming issue of units, consisting of shares and warrants of series TO9, with preferential rights for existing shareholders, which the board of directors resolved on 19 April 2026 pursuant to an authorization from the annual general meeting 2025 (the “Rights Issue”).

Through the Rights Issue, Svenska Aerogel will receive approximately SEK 18.4 million before issue costs, through the issuance of a maximum of 9,900,213 units, corresponding to 19,800,426 shares and 9,900,213 warrants of series TO9. In connection with the Rights Issue, the Company has prepared an Information Memorandum. Svenska Aerogel announces today that the Information Memorandum is available on the Company’s website, www.aerogel.se. A subscription form is also available on the Company’s website. The subscription period in the Rights Issue runs from 29 April 2026 to 13 May 2026.

Preliminary timetable for the Rights Issue

27 April 2026Record date for receipt of subscription rights. Shareholders registered in the share register maintained by Euroclear Sweden AB on this date will receive unit rights for participation in the Rights Issue
28 April 2026Publication of the Information Memorandum
29 April 2026 - 8 May 2026Trading in unit rights on Nasdaq First North Growth Market
29 April 2026 - 29 May 2026Trading in paid subscribed units (BTU) on Nasdaq First North Growth Market
29 April 2026 – 13 May 2026Subscription period for the Rights Issue
15 May 2026Estimated date for publication of issue outcome

Advisors

Eversheds Sutherland Advokatbyrå AB is legal advisor to the Company in connection with the Rights Issue. Aqurat Fondkommission AB acts as issuing agent in connection with the Rights Issue.

IMPORTANT INFORMATION

THE PUBLICATION, DISCLOSURE OR DISTRIBUTION OF THIS PRESS RELEASE MAY IN CERTAIN JURISDICTIONS BE SUBJECT TO RESTRICTIONS UNDER LAW AND PERSONS IN THOSE JURISDICTIONS WHERE THIS PRESS RELEASE HAS BEEN PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES OF AND COMPLY WITH SUCH LEGAL RESTRICTIONS. THE RECIPIENT OF THIS PRESS RELEASE IS RESPONSIBLE FOR USING THIS PRESS RELEASE AND THE INFORMATION HEREIN IN ACCORDANCE WITH APPLICABLE RULES IN EACH JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF, OR AN INVITATION TO, ACQUIRE OR SUBSCRIBE FOR ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION, NEITHER FROM THE COMPANY NOR FROM ANYONE ELSE.

THIS PRESS RELEASE IS NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”) AND HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF OR AN INVITATION TO ACQUIRE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN MAY NOT BE SOLD IN THE UNITED STATES WITHOUT REGISTRATION, OR WITHOUT THE APPLICATION OF AN EXEMPTION FROM REGISTRATION, UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT BEING REGISTERED, COVERED BY AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER 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 SUCH SECURITIES IN THE UNITED STATES. THE INFORMATION IN THIS PRESS RELEASE MAY NOT BE DISCLOSED, PUBLISHED, COPIED, REPRODUCED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR TO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, EVERY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, BELARUS, SINGAPORE, NEW ZEALAND, RUSSIA, JAPAN, SOUTH KOREA, CANADA, HONG KONG OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISCLOSURE, PUBLICATION OR DISTRIBUTION OF THIS INFORMATION WOULD BE CONTRARY TO APPLICABLE RULES OR WHERE SUCH ACTION IS SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES THAN THOSE REQUIRED UNDER SWEDISH LAW. ACTIONS IN VIOLATION OF THIS INSTRUCTION MAY CONSTITUTE A BREACH OF APPLICABLE SECURITIES LEGISLATION.

IN THE UNITED KINGDOM, THIS DOCUMENT, AND ANY OTHER MATERIAL IN RESPECT OF THE SECURITIES REFERRED TO HEREIN, IS ONLY BEING DISTRIBUTED TO, AND IS ONLY DIRECTED AT, AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS ONLY AVAILABLE TO AND WILL ONLY BE ENGAGED IN WITH, “QUALIFIED INVESTORS” WHO ARE (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); OR (II) HIGH NET WORTH ENTITIES AS REFERRED TO IN ARTICLE 49(2)(A)-(D) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). AN INVESTMENT OR AN INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS IN THE UNITED KINGDOM ONLY AVAILABLE TO RELEVANT PERSONS AND WILL ONLY BE CARRIED OUT WITH RELEVANT PERSONS. PERSONS WHO ARE NOT RELEVANT PERSONS SHALL NOT TAKE ANY ACTION BASED ON THIS PRESS RELEASE AND SHALL NOT ACT OR RELY ON IT.

FORWARD-LOOKING STATEMENTS

TO THE EXTENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY WORDS SUCH AS “SHALL”, “EXPECTED”, “BELIEVES”, “ESTIMATES”, “INTENDS”, “AIMS”, “ASSUMES” AND SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS THE COMPANY’S INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS OR ASSUMPTIONS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS THAT THE COMPANY HAS MADE TO THE BEST OF ITS ABILITY BUT WHICH THE COMPANY DOES NOT CLAIM WILL BE CORRECT IN THE FUTURE. FORWARD-LOOKING STATEMENTS ARE ASSOCIATED WITH RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND GENERALLY CANNOT BE INFLUENCED BY THE COMPANY. IT SHOULD BE BORNE IN MIND THAT ACTUAL EVENTS OR OUTCOMES MAY DIFFER MATERIALLY FROM WHAT IS COVERED BY, OR EXPRESSED IN, SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE COMPANY NOR ANYONE ELSE ASSUMES ANY OBLIGATION TO REVIEW, UPDATE, CONFIRM OR PUBLISH ANY REVISIONS OF FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS THAT OCCUR OR CIRCUMSTANCES THAT ARISE IN RELATION TO THE CONTENT OF THIS PRESS RELEASE, UNLESS REQUIRED BY LAW OR THE NASDAQ FIRST NORTH GROWTH MARKET RULEBOOK FOR ISSUERS.

INFORMATION TO DISTRIBUTORS

FOR THE PURPOSES OF COMPLYING WITH THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED IN: (A) DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ON MARKETS IN FINANCIAL INSTRUMENTS, AS CONSOLIDATED, ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) NATIONAL IMPLEMENTING MEASURES (TOGETHER THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND IN ORDER TO DISCLAIM ALL EXTRA-CONTRACTUAL, CONTRACTUAL OR OTHER LIABILITY WHICH ANY “MANUFACTURER” (WITHIN THE MEANING OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE, THE OFFERED SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT THESE SECURITIES ARE: (I) SUITABLE FOR A TARGET MARKET CONSISTING OF NON-PROFESSIONAL INVESTORS AND INVESTORS MEETING THE CRITERIA FOR PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID II; AND (II) SUITABLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS PERMITTED UNDER MIFID II (THE “TARGET MARKET ASSESSMENT”). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE COMPANY’S SHARES MAY DECLINE AND INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT, THAT THE COMPANY’S SHARES ARE NOT SUBJECT TO ANY GUARANTEE OF RETURN OR CAPITAL PROTECTION AND THAT AN INVESTMENT IN THE COMPANY’S SHARES IS ONLY SUITABLE FOR INVESTORS WHO DO NOT REQUIRE A GUARANTEED RETURN OR CAPITAL PROTECTION AND WHO (ALONE OR WITH THE HELP OF AN APPROPRIATE FINANCIAL OR OTHER ADVISOR) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BEAR THE LOSSES THAT SUCH AN INVESTMENT MAY RESULT IN. THE TARGET MARKET ASSESSMENT DOES NOT AFFECT OTHER REQUIREMENTS REGARDING CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN CONNECTION WITH THE DIRECTED ISSUE. THE TARGET MARKET ASSESSMENT DOES NOT, FOR THE AVOIDANCE OF DOUBT, CONSTITUTE (A) AN APPROPRIATENESS OR SUITABILITY ASSESSMENT WITHIN THE MEANING OF MIFID II OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, ACQUIRE, OR TAKE ANY OTHER ACTION REGARDING THE COMPANY’S SECURITIES. EACH DISTRIBUTOR IS RESPONSIBLE FOR CONDUCTING ITS OWN TARGET MARKET ASSESSMENT REGARDING THE COMPANY’S SHARES AND FOR DECIDING ON APPROPRIATE DISTRIBUTION CHANNELS.