Pricer — Capital/Financing Update 2024

Dec 5, 2024

Stockholm, 5 December 2024

To the Bondholders in:

ISIN: NO0012784513 – Pricer Aktiebolag (publ) up to SEK 1,000,000,000 senior secured bonds 2022/2026

CONDITIONAL NOTICE OF EARLY VOLUNTARY REDEMPTION

This conditional notice of early redemption will be sent via VPS (Norway) to persons registered in the Securities Account with VPS (Norway) as holders of Bonds. If you are an authorised nominee under the Norwegian Securities Register Act of 2002 no.64 (Nw. Verdipapirregisterloven) or if you otherwise are holding Bonds on behalf of someone else on a Securities Account, please forward this notice to the holder you represent as soon as possible.

Reference is made to the terms and conditions of the above-mentioned bond issue (with an aggregate amount outstanding of SEK 250,000,000) (the “Bonds”) issued by Pricer Aktiebolag (publ) (the “Issuer”) initially on 22 December 2022 in accordance with the terms and conditions for the Bonds (the “Terms and Conditions”).

All capitalised terms used herein and not otherwise defined in this notice shall have the meaning assigned to them in the Terms and Conditions.

1 NOTICE

The Issuer hereby gives conditional notice to all Bondholders of the Issuer’s outstanding Bonds for early voluntary redemption of the Bonds in full in accordance with Clause 11.2 (Voluntary total redemption (call option)) in the Terms and Conditions (the “Redemption”). Subject to the Condition described below, the Redemption Date is set to 10 January 2025 and the Record Date for the early voluntary redemption will be 8 January 2025.

The Redemption is conditional upon the Issuer’s successful settlement of SEK-denominated senior unsecured bonds of, initially, up to approximately SEK 300,000,000 under a framework of SEK 500,000,000 with an expected term of three (3) years (including the full and due receipt of funds by the Issuer, which will enable the Issuer to finance the early redemption of the Bonds including any accrued interest thereon) (in accordance with the press release published on 5 December 2024) prior to the Record Date (the “Condition”).

The Issuer shall inform the Agent at least three (3) CSD Business Days prior to the Redemption Date if the Condition is, or will not be, satisfied or waived by the Issuer. Should the Condition not be fulfilled, or waived by the Issuer, by the Record Date, the Redemption will not occur.

If the Condition is satisfied or waived by the Issuer the Redemption will be irrevocable and the Bond will, on the Redemption Date, be redeemed at a price per Bond equal to 101.00 per cent of the Nominal Amount. Any accrued and unpaid interest will also be paid in respect of the Bonds in accordance with the Terms and Conditions.

The redemption amount together with accrued and unpaid interest will be paid to each person who is registered as a Bondholder with the CSD at end of business on the Record Date, being 8 January 2025.

---

This conditional notice of early voluntary redemption is irrevocable and is governed by Swedish law. This notice is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Issuer.

2 CONTACT DETAILS

For further information, please contact the Issuer at:

Claes Wenthzel, CFO

Tel. no.: +46 708620122

Stockholm, 5 December 2024

Pricer Aktiebolag (publ)

---

PRICER

PRESS RELEASE

December 5, 2024

Pricer has successfully issued bonds of SEK 300 million and exercises its right to voluntary early redemption of its existing bonds

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) (THE "SECURITIES ACT") OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW.

Pricer AB (publ) ("Pricer" or the "Company") has issued floating rate senior unsecured bonds of SEK 300 million within a framework of SEK 500 million (the "Bonds") or the "Bond Issue"). The proceeds from the Bond Issue (the "Proceeds") will be used to refinance the outstanding amount of the Company's existing bonds of SEK 250 million (the "Existing Bonds"), to finance transaction costs and to finance general corporate purposes in order to create conditions for expected future growth.

The issue attracted very strong demand mainly from Nordic institutional investors and was oversubscribed, which also enabled Pricer to issue Bonds of a further SEK 50 million in addition to the initially expected volume of SEK 250 million as was communicated at the launch of the offering on Tuesday 3 December. Pricer intends to apply for admission to trading of the Bonds on the corporate bond list of Nasdaq Stockholm.

The Bonds carries an interest rate of 3m Stibor + 400 basis points, which is 287.5 basis points lower than for the Existing Bonds. Further, the Bonds have a tenor of three years and include undertakings and covenants which are customary for a senior unsecured bond. The Company assesses that the terms and conditions for the Bonds are, in general, more favourable and flexible for the Company than the terms and conditions for the Existing Bonds.

The Company today also announces that it has exercised its right to voluntary early redemption of the Existing Bonds. The voluntary redemption is conditional upon receipt of the Proceeds (the "Condition"), as is described in further detail in the conditional notice of early redemption dated per the date hereof.

The Existing Bonds will, subject to fulfilment of the Condition, be redeemed in full to a price corresponding to 101.00 per cent of the nominal amount for each bond in addition to accrued but unpaid interest until the redemption date, which is expected to be 10 January 2025.

Please refer to the attached notice of early redemption for further details regarding early redemption of the Existing Bonds.

---

Further, the Company intends to enter into a new revolving credit facility, which is expected to amount to SEK 150 million, with Nordea Bank Abp for the purpose of replacing its existing revolving credit facility, which amounts to SEK 50 million.

"We are delighted about the great interest that leading credit institutional investors showed in Pricer. Through this refinancing, our interest costs are reduced and we gain greater flexibility for our future growth.", says Magnus Larsson, President and CEO, Pricer.

Nordea Bank Abp has acted as Sole Bookrunner in the transaction. Advokatfirman Vinge acted as legal advisor to Pricer.

For further information, please contact:

Magnus Larsson, President and CEO, +46 704 316851

Claes Wenthzel, Acting CFO, +46 70 862 01 22

info@pricer.com

This information is information that Pricer AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 5 pm CET on 5 December, 2024.

About Pricer

Pricer is a leading global technology company serving the rapidly growing smart retail market with in-store digital solutions that enhance both store performance and the shopping experience. Through electronic shelf labels, advanced technology, such as optical wireless communication and AI, and continuous innovation, Pricer offers the foundation for in-store communication and efficiency. The industry-leading Pricer platform delivers benefits from 30 years of deployment experience and is fast, robust, interconnectable and scalable. Pricer was founded in Sweden in 1991 and is listed on Nasdaq Stockholm. For further information, please visit www.pricer.com