Svenska Aerogel Holding AB (publ) publishes final outcome in the rights issue

The subscription period in the Rights Issue ended on March 24, 2025, and the final subscription summary shows that 9,671,906 shares, corresponding to approximately SEK 21.8 million, or approximately 50.9 per cent of the Rights Issue, were subscribed for with subscription rights and 469,901 shares, corresponding to approximately SEK 1.1 million, or approximately 2.5 per cent of the Rights Issue, were subscribed for without subscription rights for a total subscription with and without subscription rights of approximately 53.4 per cent. 784,027 shares, corresponding to approximately SEK 1.8 million, or approximately 4.1 per cent of the Rights Issue, were subscribed for through the fulfillment of guarantee commitments. Through the Rights Issue, the Company will receive net proceeds of approximately SEK 24.6 million before set-offs and issuing costs.

Allocation of shares subscribed for without subscription rights will be made in accordance with the principles stated in the information document regarding the Rights Issue that was published by the Company on March 7, 2025, and is available on the Company's website, www.aerogel.se. Notification of allocation of shares subscribed for without subscription rights will be sent via settlement note to those who have been allocated shares. Nominee-registered shareholders will receive notification of allocation in accordance with the respective nominee's procedures.

Svenska Aerogel intends to use the net proceeds for the following purposes in order of priority: (i) Sales and marketing, (ii) application development, and (iii) production development.

Number of Shares, Share Capital, and Dilution

Through the Rights Issue, the share capital of the Company will increase by SEK 655,550.04, from SEK 570,043.56 to SEK 1,225,593.60, through the issuance of 10,925,834 shares. The number of shares will thus increase from 9,500,726 to 20,426,560. Shareholders who chose not to participate in the Rights Issue will experience a dilution of approximately 53.5 per cent.

Trading in BTA and New Shares

Trading in paid subscribed shares will continue on Nasdaq First North Growth Market until April 2, 2025. The new shares issued through the Rights Issue are expected to be registered with the Swedish Companies Registration Office on or around April 3, 2025. The new shares are expected to be delivered to the subscribers securities accounts on or around April 8, 2025.

Compensation for Guarantee Commitments

The Rights Issue was covered to approximately 31.8 per cent by bottom guarantee commitments. Bottom guarantors will receive compensation in cash of fourteen (14) per cent, or in the form of newly issued shares in the Company of sixteen (16) per cent of the guaranteed amount. In the event that the guarantors choose to receive compensation in the form of shares, it will be carried out through a directed issue. The subscription price in such possible directed issue is set at SEK 2.25, which corresponds to the subscription price in the Rights Issue.

A possible resolution on a directed issue to the guarantors will be announced through a separate press release.

Advisors

Svenska Aerogel has mandated Penser by Carnegie, Carnegie Investment Bank AB (publ) and Eversheds Sutherland Advokatbyrå AB as financial and legal advisors respectively in connection with the Rights Issue.

For further information, please contact:

Tor Einar Norbakk, CEO. Telephone: +46 (0)70 616 08 67. E-mail: toreinar.norbakk@aerogel.se

About Svenska Aerogel Holding AB (publ)

Svenska Aerogel manufactures and commercializes the mesoporous material Quartzene®. Svenska Aerogel's business concept is to meet the market's need for new materials that are in line with global sustainability objectives. Quartzene® is flexible and can be tailored to different applications to add essential properties to an end product. The company's vision is to be the most valued business partner providing pioneering material solutions for a sustainable world.

Svenska Aerogel Holding AB is listed on Nasdaq First North Growth Market. Certified Adviser is FNCA.

Gävle, March 25, 2025

IMPORTANT INFORMATION

THIS PRESS RELEASE DOES NOT CONTAIN AND DOES NOT CONSTITUTE AN OFFER TO ACQUIRE, SUBSCRIBE OR OTHERWISE TRADE IN SHARES, SUBSCRIPTION RIGHTS, BTA, CONVERTIBLES OR OTHER SECURITIES IN SVENSKA AEROGEL. THE OFFER TO RELEVANT PERSONS REGARDING THE SUBSCRIPTION OF SHARES IN SVENSKA AEROGEL WILL ONLY BE MADE THROUGH THE INFORMATION DOCUMENT IN ACCORDANCE WITH ARTICLE 1.4 DB REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF COUNSIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AND REPEALING DIRECTIVE 2003/71/EC, APPENDIX IX, THAT SVENSKA AEROGEL PUBLISHED ON ITS WEBSITE BEFORE THE START OF THE SUBSCRIPTION PERIOD.

THE INFORMATION IN THIS PRESS RELEASE MAY NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, JAPAN, CANADA, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE DISTRIBUTION OR PUBLICATION WOULD BE ILLEGAL OR REQUIRE REGISTRATION OR OTHER MEASURES THAN THOSE THAT FOLLOW FROM SWEDISH LAW. ACTIONS THAT VIOLATE THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

NO SHARES, SUBSCRIPTION RIGHTS, BTA, CONVERTIBLES OR OTHER SECURITIES HAVE BEEN REGISTERED, AND NO SHARES, SUBSCRIPTION RIGHTS, BTA, CONVERTIBLES OR OTHER SECURITIES WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS CURRENTLY AMENDED ("SECURITIES ACT") OR THE SECURITIES LEGISLATION OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND NO SHARES, SUBSCRIPTION RIGHTS, BTA, CONVERTIBLES OR OTHER SECURITIES MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES, EXCEPT UNDER AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LEGISLATION IN THE RELEVANT STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES.

IN ALL EEA MEMBER STATES ("EEA"), OTHER THAN SWEDEN, DENMARK, FINLAND AND NORWAY, THIS PRESS RELEASE IS INTENDED FOR AND IS DIRECTED ONLY TO QUALIFIED INVESTORS IN THE RELEVANT MEMBER STATE AS DEFINED IN THE REGULATION (EU) 2017/1129 (TOGETHER WITH ASSOCIATED DELEGATED REGULATIONS AND IMPLEMENTING REGULATIONS, THE "PROSPECTUS REGULATION"), I.E. ONLY TO THOSE INVESTORS WHO CAN RECEIVE THE OFFER WITHOUT AN APPROVED PROSPECTUS IN SUCH EEA MEMBER STATE.

IN THE UNITED KINGDOM, THIS PRESS RELEASE IS DIRECTED AND COMMUNICATED ONLY TO PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (AS INCORPORATED INTO DOMESTIC LAW IN THE UNITED KINGDOM) WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "PROFESSIONAL INVESTORS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) ("THE REGULATION"), OR (II) PERSONS COVERED BY ARTICLE 49(2)(A) - (D) IN THE REGULATION, OR (III) PERSONS TO WHOM THE INFORMATION MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) ABOVE ARE COLLECTIVELY REFERRED TO AS "RELEVANT PERSONS"). SECURITIES IN THE COMPANY ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITIES WILL ONLY BE PROCESSED IN RESPECT OF RELEVANT PERSONS. PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT ACT BASED ON OR RELY ON THE INFORMATION CONTAINED IN THIS PRESS RELEASE.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVESTMENT RECOMMENDATION. THE PRICE AND VALUE OF SECURITIES AND ANY INCOME FROM THEM CAN GO DOWN AS WELL AS UP AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. INFORMATION IN THIS ANNOUNCEMENT CANNOT BE RELIED UPON AS A GUIDE TO FUTURE PERFORMANCE.

FORWARD-LOOKING STATEMENTS

MATTERS DISCUSSED IN THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE ALL STATEMENTS THAT ARE NOT HISTORICAL FACTS AND CONTAIN EXPRESSIONS SUCH AS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "ESTIMATES", "WILL", "MAY", "CONTINUES", "SHOULD" AND OTHER SIMILAR EXPRESSIONS. THE FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED ON VARIOUS ASSUMPTIONS, WHICH IN SEVERAL CASES ARE BASED ON ADDITIONAL ASSUMPTIONS. ALTHOUGH SVENSKA AEROGEL BELIEVES THESE ASSUMPTIONS WERE REASONABLE WHEN MADE, SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, CONTINGENCIES AND OTHER MATERIAL FACTORS THAT ARE DIFFICULT OR IMPOSSIBLE TO PREDICT AND BEYOND ITS CONTROL. SUCH RISKS, UNCERTAINTIES, CONTINGENCIES AND MATERIAL FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THIS COMMUNICATION THROUGH THE FORWARD-LOOKING STATEMENTS. THE INFORMATION, PERCEPTIONS AND FORWARD-LOOKING STATEMENTS CONTAINED IN PRESS RELEASE SPEAK ONLY AS AT ITS DATE AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. SVENSKA AEROGEL UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHER CIRCUMSTANCES, EXCEPT FOR WHEN IT IS REQUIRED BY LAW OR OTHER REGULATIONS. ACCORDINGLY, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY OF THESE FORWARD-LOOKING STATEMENTS.

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 SVENSKA AEROGEL 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 SVENSKA AEROGEL MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE SHARES IN SVENSKA AEROGEL OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE SHARES IN SVENSKA AEROGEL 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 RIGHTS 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 SVENSKA AEROGEL.

EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE SHARES IN SVENSKA AEROGEL AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.