Asetek: Completion of the rights issue; total number of shares and voting rights

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Asetek A/S (the "Company" or "Asetek") today announces the completion of the rights issue announced on 2 December 2024 (the "Offering").

The 219,925,366 new shares subscribed for in the Offering are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S in the ISIN code (DK0060477263) for the Company's existing shares on 6 January 2025. The merger of the temporary ISIN code (DK0063407176) with the permanent ISIN code (DK0060477263) is expected to take place on 7 January 2025 after 5:59 p.m. (CET).

The Company has registered with the Danish Business Authority the capital increase of a nominal value of DKK 21,992,536.60 (219,925,366 shares of DKK 0.10 each) representing 223.7% of the registered share capital of the Company prior to the capital increase and 69.11% of the share capital following the share capital increase.

After registration of the share capital increase, the Company's share capital amounts to DKK 31,823,925.80 divided into 318,239,258 shares with a nominal value of DKK 0.10 each. The total number of voting rights in the Company is 318,239,258.

The Company's articles of association have been updated to reflect the capital increase and are available on the Company's website (https://ir.asetek.com).

Reference is also made to company announcements made on 2 December 2024, 20 December 2024, and 23 December 2024.

Timetable

The expected timetable for main remaining events relating to the rights issue is as follows:

For further information, please contact:

Per Anders Nyman, Head of Investor Relations
Mobile: +45 2566 6869
E-mail: pny@asetek.com

Global Coordinator and legal advisors

ABG Sundal Collier, Sundal Collier Denmark, Filial af ABG Sundal Collier ASA, Norge, acts as global coordinator in the Offering.

Kromann Reumert and Advokatfirmaet Wiersholm AS act as Danish and Norwegian legal advisors, respectively, to the Company in connection with the Offering. Gorrissen Federspiel Advokatpartnerselskab acts as Danish legal advisor to the global coordinator in the Offering.

About Asetek

Asetek, a global leader in mechatronic innovation, is a Danish garage-to-stock-exchange success story. Founded in 2000, Asetek established its innovative position as the leading OEM developer and producer of the all-in-one liquid cooler for all major PC & Enthusiast gaming brands. In 2021, Asetek introduced its line of products for next level immersive SimSports gaming experiences. Asetek is headquartered in Denmark and has operations in China, Taiwan and the United States.

IMPORTANT INFORMATION

This company announcement contains forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties. Therefore, actual future results may differ materially from what is forecasted herein due to a variety of factors.

This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation.

This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement on the basis of this announcement. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. Any offering of the securities referred to in this announcement has been made by means of a prospectus approved by the Danish Financial Supervisory Authority and published by the Company as further described above. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.

The transactions described in this announcement and the distribution of this announcement and other information in connection with the transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.

None of the Company or any of its respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Australia, Canada, Japan or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful ("Excluded Territories"). Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (the "U.S. Securities Act") or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement would only be offered or sold outside the United States. The securities referred to in this announcement have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.

This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the European Economic Area ("EEA"), other than Denmark and Norway, which has implemented Regulation (EU) 2017/1129 of 14 June 2017, as amended (the "Prospectus Regulation"), (each a "Relevant Member State") or the United Kingdom, will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in a Relevant Member State of securities which are subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or the Global Coordinator to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement to a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the Global Coordinator have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary. Neither the Company nor the Global Coordinator have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or the Global Coordinator to publish or supplement a prospectus for such offer. The information set forth in this announcement is only being distributed to, and directed at, persons in Relevant Member States or the United Kingdom who are qualified investors (Qualified Investors) within the meaning of Article 2(1)(e) of the Prospectus Regulation.

In addition, in the United Kingdom, this announcement is only being communicated to, is directed only at Qualified Investors (i) who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"),(ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order or (iii) persons to whom it may otherwise lawfully be communicated, all such persons together being referred to as "Relevant Persons".

In relation to Russia and Belarus, no securities have been offered or will be offered to any Russian or Belarusian national, any natural person residing in Russia or Belarus (except for EU, EEA or Swiss nationals and persons holding an EU, EEA or Swiss residence permit, subject to available prospectus exemptions), any legal person, entity, or body established in Russia or Belarus (including EU branches of such legal persons, but excluding subsidiaries of Russian or Belarus legal entities organised or incorporated within the EU, subject to available prospectus exemptions, or any natural or legal person where the issuance of securities to such person would result in a breach of applicable sanctions.

None of the Company, any managers appointed by the Company for purpose of an offering or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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.