FlexQube announces outcome of the rights issue and carries out a directed share issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES PURSUANT TO APPLICABLE LAW. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

Mölndal, September 26, 2023

INSIDE INFORMATION: On August 31, 2023, the Board of Directors of FlexQube AB (publ) (“FlexQube” or the “Company”) resolved on a fully guaranteed issue of shares with preferential rights for the Company’s existing shareholders, by virtue of the authorisation of the Extraordinary General Meeting held on August 30, 2023 (the "Rights Issue"). The subscription period in the Rights Issue in the Company ended on September 25, 2023. The final outcome of the Rights Issue shows that 2,340,175 shares, corresponding to approximately 51.2 percent of the offered shares in the Rights Issue, were subscribed for with subscription rights. Additionally, 60,450 shares, corresponding to approximately 1.3 percent of the offered shares in the Rights Issue have been allotted to those who have subscribed for shares without subscription rights. Thus, the subscription rate in the Rights Issue amounted to 52.5 percent. Guarantee commitments amounting to 2,173,445 shares will be utilised by the Company, corresponding to approximately 47.5 percent. FlexQube will from the Rights Issue receive proceeds of approximately SEK 74.6 million before deduction of costs attributable to the Rights Issue. Furthermore, FlexQube has, in accordance with the Company's announcement on August 14, 2023 and by virtue of authorisation from the extraordinary general meeting on August 30, 2023, carried out a new share issue of 596,749 shares with deviation from existing shareholders preferential rights (The “Directed Share Issue”). The Directed Share Issue was carried out at the same terms as the Rights Issue. Through the Directed Share Issue FlexQube receives approximately SEK 9.7 million before deduction of costs attributable with the transaction. The Directed Share Issue was subscribed by new and current professional investors in FlexQube.

The Rights Issue

The final outcome shows that 2,340,175 shares, corresponding to approximately 51.2 per cent of the offered shares in the Rights Issue have been subscribed for by the exercise of subscription rights. Additionally, 60,450 shares, corresponding to approximately 1.3 percent of the offered shares in the Rights Issue have been allotted to those who have subscribed for shares without subscription rights. Thus, the subscription rate in the Rights Issue amounted to 52.5 percent. Guarantee commitments amounting to 2,173,445 shares will be utilised by the Company, corresponding to approximately 47.5 percent.

As a result of the Rights Issue, FlexQube will receive proceeds amounting to approximately SEK 74.6 million before deduction of costs attributable to the Rights Issue. Through the Rights Issue, FlexQube’s share capital will increase by SEK 457,407.00 from SEK 823,333.30 to SEK 1,280,740.30 and the total number of shares in FlexQube will increase by 4,574,070. After the Rights Issue, the number of shares in FlexQube will amount to 12,807,403 shares.

Those who have subscribed for shares without subscription rights have been allotted shares according to the principles outlined in the prospectus that was published by the Company on September 8, 2023. As a confirmation of the allotment of new shares subscribed for without subscription rights, a contract note will be sent to subscribers who subscribed directly via Nordic Issuing on or around September 26, 2023. Subscribed and allotted shares must be paid for in cash in accordance with the instruction in the contract note. Nominee-registered shareholders will receive notice of allotment in accordance with the procedures of the nominee. Notification will only be sent to those that have been allotted shares.

The last day of trading with paid subscribed shares (Sw. betalda tecknade aktier – BTA 1) is expected to be on October 3, 2023. The first day of trading with paid subscribed shares (Sw. betalda tecknade aktier – BTA 2) is expected to be on September 29, 2023 and last day of trading is expected to be on October 6, 2023. First day of trading for the new shares on Nasdaq First North Growth Market is expected to be on October 9, 2023.

The Directed Share Issue

The Board of Directors have, in accordance the Company's announcement on August 14, 2023 and by virtue of authorisation from the Extraordinary General Meeting on August 30, 2023, carried out a directed new share issue of 596,749 shares. The Directed Share Issue was carried out on the same terms as the Rights Issue, thus with a subscription price of SEK 16.30 per share. Through the Directed Share Issue, FlexQube receives approximately SEK 9.7 million before deduction of costs attributable to the Directed Share Issue. The Directed Share Issue was subscribed by new and current professional investors in FlexQube.

The Board of Directors has carefully considered the possibility of raising additional capital through a larger rights issue and makes the assessment that there are currently several reasons why it is more beneficial for the shareholders to raise additional capital through the Directed Share Issue. The Board of Directors makes the assessment that the Directed Share Issue (i) may reach investors with an interest to invest in the Company through a directed share issue and thereby adding new institutional and/or strategic owners to the Company, (ii) will provide additional flexibility to implement the Company's strategy and (iii) may provide capital which the Company assesses could not be obtained through a larger rights issue. It is the Board of Directors' overall assessment that the reasons, in a clear way and with sufficient strength, for carrying out the Directed Share Issue with deviation from the shareholders' preferential rights outweigh the reasons that motivate the main rule that share issues are to be made with preferential rights for the shareholders. The Board of Directors therefore considers that a share issue with deviation from the shareholders' preferential rights is in the interest of the Company and all shareholders' and thus the most suitable alternative. Since the subscription price in the Directed Share Issue will be concluded at the same terms as the Rights Issue, the Board of Directors considers that the subscription price reflects market conditions and demand.

Through the Directed Share Issue (based on the number of shares in the Company following the completion of the Rights Issue) the number of shares outstanding increases with 596,749 shares, from 12,807,403 shares to 13,404,152 shares. The share capital increases with SEK 59,674.90, from SEK 1,280,740.30 to SEK 1,340,415.20. The Directed Share Issue entail a dilution of approximately 4.5 percent of the number of shares and votes in the Company following the completion of the Directed Share Issue.

Advisors

The Company has engaged ABG Sundal Collier as financial advisor and Baker McKenzie as legal advisor in connection with the Rights Issue and the Directed share Issue. Nordic Issuing acts as issuing agent in connection with the Rights Issue and the Directed Share Issue.

For further information, please contact:

Mikael Lindbäck, CFO

Telephone: +46 76 104 10 28

E-post: [email protected]

This information constitutes inside information which FlexQube AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information in this press release has been published through the agency of the contact person above, at the time specified by FlexQube AB’s (publ) news distributor beQuoted when publishing this press release.

About FlexQube

FlexQube is a technology company headquartered in Gothenburg, Sweden with subsidiaries in USA, Mexico, Germany and England. FlexQube offers solutions for cart-based material handling using a patented modular concept. FlexQube develops and designs customized solutions for both robotic and mechanical cart logistics. Through the own developed and unique automation concept FlexQube can offer robust and self-driving robotic carts. FlexQube has more than 1000 customers in 37 countries with primary markets being North America and Europe.

The share (FLEXQ) is traded on Nasdaq First North. FNCA Sweden AB, telephone +46 8-528 00 399, is the Company's Certified Adviser. Read more at www.flexqube.com

IMPORTANT INFORMATION

Publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law and persons in the jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal 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 any securities in the Company in any jurisdiction, neither from the Company nor from anyone else.

This press release 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 new shares. Any investment decision in connection with the Rights Issue and the Directed Share Issue shall only 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 ABG Sundal Collier. The information contained in this announcement is for background purposes only and does not purport to be complete. Thus, an investor should not place undue reliance on the information contained in this press release or its accuracy or completeness. ABG Sundal Collier is acting for the Company in connection with the Rights Issue and the Directed Share Issue and no one else. ABG Sundal Collier will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue and the Directed Share Issue or any other matter referred to herein.

This press release does not constitute a recommendation concerning any investor’s decision with respect to the Rights Issue and the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and in all publicly available information. The price and value of the securities can decrease as well as increase. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or invitation 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 subject to an exemption from, or 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 or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the announcement, publication or distribution of the information would be contrary to the applicable laws and regulations or would require prospectuses, registration or any other measures than those required by 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 for the purposes of Regulation (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. FlexQube has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Rights Issue and the Directed Share Issue. In any EEA member state, this press release is only addressed to and is only directed at "qualified investors" in that member state within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials regarding the securities described herein is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and can only be used by, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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 British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth individuals falling within Article 49(2) (a)-(d) of the Order (all such persons together being referred to as “Relevant Persons”). An investment or an investment measure, as this notice refers to in the United Kingdom only available to and will only be carried out with Relevant Persons. Persons who are not Relevant Persons should not take any action based on this press release nor act or rely on it.

Forward-looking statements

This press release contains 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, development, 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 the fact that they contain 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. Even if 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, which are 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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 required by law or Nasdaq First North Growth markets rule book for issuers.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU of the European Parliament and the Council 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 FlexQube 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 “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in FlexQube may decline and investors could lose all or part of their investment; the shares in FlexQube offer no guaranteed income and no capital protection; and an investment in the shares in FlexQube 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 and the Directed Share Issue. Furthermore, it should be noted that regardless the Target Market Assessment, ABG Sundal Collier will only provide to investors who comply the criteria for professional clients and acceptable counterparties.

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 UK MiFIR; 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 FlexQube.

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