First day of trading in Ortivus' shares without the right to obtain subscription rights regarding the share issue

THIS PRESS RELEASE IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, OR THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER ACTIONS. PLEASE REFER TO THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

Today, Thursday 25 September 2025, is the first day of trading in the shares of Ortivus Aktiebolag (“Ortivus” or the “Company”) excluding the right to obtain subscription rights.

At the ordinary general meeting held on 19 September 2025, it was resolved to issue new Class B shares with preferential rights for shareholders in Ortivus, amounting to approximately a maximum of SEK 54 million (the “Rights Issue”).

The Company has entered into an agreement with its largest shareholder, Ponderus Invest AB, regarding a commitment to subscribe to shares using its subscription rights (corresponding to 25.8% of the Rights Issue) and a guarantee commitment to subscribe to such shares that are not subscribed by others (corresponding to 74.2% of the Rights Issue), which together amount to 100% of the maximum amount of the Rights Issue. The guarantee commitment is conditional on required approval from the Swedish Inspectorate for Strategic Products (ISP) for Ponderus Invest to fulfill the acquisition of shares pursuant to the guarantee commitment. No compensation is payable for these commitments. However, the commitments are not secured by bank guarantees, escrow funds, pledges, or similar arrangements.

Timetable for the Rights Issue

• 25 September 2025: First day of trading in Ortivus shares, excluding the right to obtain subscription rights.
• 26 September 2025: Record date for the right to subscription rights.
• 1 October – 10 October 2025: Trading in subscription rights. 
• 1 October – 15 October 2025: Subscription period.
• 1 October - week 45, 2025: Trading with Class B shares as BTA (paid subscribed shares), will continue until the Rights Issue is registered with the Swedish Companies Registration Office, which is expected to be week 45, 2025.
• 17 October 2025: Planned announcement regarding the final outcome of the subscription of the Rights Issue.

Summary of the Rights Issue’s conditions

• Subscription price: SEK 1.22 per new Class B share. No commission is paid.
• Volume of the Rights Issue: The Company will receive a maximum amount of approximately SEK 54 million by the Rights Issue before transaction costs, which is preliminarily estimated to be approximately SEK 1,8 million.
• Preferential right to subscribe: A shareholder receives one (1) subscription right for each share (Class A share and Class B share) registered on the record date, 26 September 2025, to the shareholder. One (1) subscription right is entitled to subscribe with a preferential right to one (1) new Class B share in the Company.
• Subscription and payment: Subscription of shares and payment shall take place during the subscription period in accordance with the Information Documentation.
• Number of shares: The number of shares in the Company will increase with a maximum number of 44,307,468 Class B shares from a total of 44,307,468 shares (divided on 1,662,682 Class A shares and 42,644,786 Class B shares) to a total maximum of 88,614,936 shares (divided on 1,662,682 Class A shares and 86,952,254 Class B shares) if the Rights Issue is wholly subscribed.
• Dilution: Existing shareholders who choose not to use their subscription rights to subscribe for new shares will be subject to a dilution effect corresponding to approximately a maximum of 50 percent of the capital, and approximately 43 percent of the votes, in the Company.
• Subscription and underwriting commitments: The Company has received subscription and underwriting commitments amounting to approximately SEK 54 million (which equals 100 percent of the maximum amount of the Rights Issue). However, the commitments are not secured by bank guarantees, escrow funds, pledges, or similar arrangements. The guarantee commitment is conditional on required approval from the Swedish Inspectorate for Strategic Products (ISP) for Ponderus Invest to fulfill the acquisition of shares pursuant to the guarantee commitment.
• Marketplace: Nasdaq First North Growth Market.
• Subscription rights that are not exercised during the subscription period become invalid and lose their value. Subscription rights that are not intended to be used shall be sold at the latest on 10 October 2025 to not expire without value.

Information Document

No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document (the “Information Document”) in accordance with article 1.4 db of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The Information Document will be drafted in accordance with Annex IX of the Prospectus Regulation and will be published no later than the beginning of the subscription period and held available on Ortivus’s website (www.Ortivus.com), and Nordic Issuing’s website (www.nordic-issuing.se). For complete information on the Rights Issue and its conditions, please refer to the Information Document.

The allotment of subscribed shares might require approval from the Swedish Inspectorate for Strategic Products (ISP). For more information on this issue, please refer to the Information Document.

Issuer agent

Nordic Issuing acts as the issuer agent in connection with the Rights Issue.

Important information

The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete.

The information in this press release may not be announced, released, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, the United States of America, or any other jurisdiction where such announcement, release publication or distribution of the information would not comply with applicable law 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.

The release, publication 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, or a solicitation of any offer, to buy or subscribe for or otherwise trade in any securities in the Company in any jurisdiction, neither from the Company nor from someone else.

This press release is not a prospectus in the meaning of Regulation (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction, No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an Information Document in the form provided for in Annex IX of the Prospectus Regulation before the subscription period in the Rights Issue begins.

The press release neither identifies or claims to identify risks (direct or indirect) that could be associated with an investment in the Company. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. Neither does this press release constitute a recommendation concerning any investor’s decision regarding the Rights Issue. Each investor or potential investor should conduct its own investigation, 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.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the USA. The securities referred to herein may not be offered or sold in the USA absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act") and other applicable laws in the USA, and may not be offered or sold within the USA absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable laws in USA. There is no intention to register any securities referred to herein in the USA or to make a public offering of the securities in the USA.

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" 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.

Forward-looking statements

This press release may contain certain forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies, 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 “aim”, “anticipate”, “assess”, “believe”, “calculates”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “should”, or “will” and, in each case, negatives thereof, and other expressions indicating or predicting future developments or trends.

Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development, and the actual outcome could differ materially from the forward-looking statements.

Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company gives no assurances that they will materialize or prove to be correct. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct nor does the Company accept any responsibility of any kind for the future accuracy of any opinions expressed in this press release. The readers of the 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 refer only as of their date and are subject to change without notice. Neither the Company nor anyone else undertakes to review, update, confirm, or 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 required by law or Nasdaq First North Growth Market’s Rulebook for Issuers of Shares.

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 offered shares 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 the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company 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 the Company.

Each distributor is responsible for conducting its own target market assessment regarding the shares in the Company and determining the appropriate distribution channels.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.