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Acconeer receives order from European IoT provider worth USD100,000

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The order relates to Acconeer’s Pulsed Coherent Radar sensors A121 and A111 for mass production. The customer is a leading IoT solutions provider serving its customers highly accurate end-to-end remote tank monitoring solutions.

CEO Lars Lindell comments: “This customer has created a highly accurate, battery powered remote tank level monitoring solution. We are excited to see their volume production ramp up and look forward to following their progress in the large global tank monitoring market.”

In addition to publicly announced orders, Acconeer continuously receives orders of smaller amounts which are not publicly announced as they are not considered to affect the share price.

Acconeer announces final outcome in the company’s fully guaranteed rights issue

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Acconeer AB (“Acconeer” or the “Company”) announces today the final outcome in the Company’s rights issue of shares of approximately SEK 149 million (the “Rights Issue”), which is fully covered through a combination of subscription undertakings and guarantee commitments. The subscription period in the Rights Issue ended on 28 March 2024. The final outcome shows that 28,372,000 shares, corresponding to approximately 79.9 percent of the offered shares, have been subscribed for with support of subscription rights. Additionally, applications for subscription of 5,893,311 shares without the support of subscription rights, corresponding to approximately 16.6 percent of the offered shares, have been submitted. Together, subscriptions with support of subscription rights and subscriptions without the support of subscription rights correspond to approximately 96.5 percent of the offered shares in the Rights Issue. Thus, guarantee commitments of 1,251,733 shares, corresponding to approximately 3.5 percent of the offered shares, will be utilised. The Rights Issue will provide the Company with approximately SEK 149 million before deduction of transaction costs.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO SECTION “IMPORTANT INFORMATION” BELOW.

The Rights Issue comprised 35,517,044 shares, of which 28,372,000 shares, corresponding to approximately 79.9 percent of the offered shares, have been subscribed for with support of subscription rights. Additionally, applications for subscription of 5,893,311 shares without support of subscription rights have been submitted, corresponding to approximately 16.6 percent of the offered shares. A total of 5,893,311 shares, corresponding to 16.6 percent of the offered shares, have been allotted to individuals who have applied to subscribe for shares without support of subscription rights. Together, subscriptions for shares with support of subscription rights and subscription for shares without support of subscription rights correspond to approximately 96.5 percent of the offered shares in the Rights Issue. Thus, guarantee commitments of 1,251,733 shares, corresponding to approximately 3.5 percent of the offered shares, will be utilised. As a result of the Rights Issue, Acconeer’s share capital will increase by 1,775,852.20 SEK to 3,107,741.35 SEK and the number of shares and votes will increase by 35,517,044 to 62,154,827.

The last day for trading in paid subscribed shares (BTA) is expected to be on 8 April 2024. The new shares subscribed for with support of subscription rights are expected to be registered with the Swedish Companies Registration Office around 5 April 2024 and the new shares are expected to start trading on Nasdaq First North Growth Market as of 12 April 2024. The new shares subscribed for without support of subscription rights are expected to be registered with the Swedish Companies Registration Office around 11 April 2024 and the new shares are expected to start trading on Nasdaq First North Growth Market as of 12 April 2024.

Lock-up undertakings
Prior to the Rights Issue, all board members and key executives in the Company have entered into lock-up undertakings, including commitments not to dispose of financial instruments in the Company, with certain exceptions. The lock-up undertakings expire 180 days after the announcement of the outcome of the Rights Issue.

Furthermore, the Company has undertaken in relation to Carnegie Investment Bank AB, with customary exceptions, not to issue additional shares or other share-related instruments for a period of 180 days after the announcement of the outcome of the Rights Issue.

Advisers
In conjunction with the Rights Issue, the Company has engaged Carnegie Investment Bank AB (publ) as Sole Global Coordinator and Bookrunner, and Advokatfirman Schjødt as legal advisor.

Acconeer receives order from BEYD worth USD180,000

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The order relates to Acconeer’s A111 and A121 Pulsed Coherent Radar sensor for customers’ mass production. BEYD is Acconeer's Chinese distributor and remains an important sales channel for the company.

CEO Lars Lindell comments: “We are happy to receive a large order from BEYD showing that the interest and demand for our products in China is still high.”

In addition to publicly announced orders, Acconeer continuously receives orders of smaller amounts which are not publicly announced as they are not considered to affect the share price.

Acconeer publishes prospectus in connection with the rights issue

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The Acconeer AB’s (publ) ("Acconeer" or the "Company") Board of Directors resolved on 5 March 2024 on a new share issue of a maximum of 35,517,044 shares with preferential rights for the Company’s existing shareholders (the "Rights Issue"). Through the Rights Issue, the Company will receive approximately SEK 149 million before transaction costs related to the Rights Issue. In connection with the Rights Issue, the Company publishes a prospectus which today has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO SECTION "IMPORTANT INFORMATION" BELOW.

Indicative timetable

Record date for the Rights Issue 12 March 2024
Trading in subscription rights 14 March – 25 March 2024
Subscription period 14 March – 28 March 2024
Trade in paid subscribed shares (BTA) 14 March – 8 April 2024
Expected announcement of outcome in the Rights Issue 3 April 2024
Delivery of and trading in new shares subscribed with subscription rights 12 April 2024
Delivery of and trading in new shares subscribed without subscription rights 12 April 2024


Prospectus

For full information regarding the Rights Issue, please refer to the prospectus, which is available on Acconeer’s website, www.acconeer.com. Link to the application form is available on the same link at the start of the subscription period at the latest, and on Carnegie Investment Bank AB (publ)’s website, www.carnegie.se. The prospectus will also be available on the Swedish Financial Supervisory Authority’s (Sw. Finansinspektionen) website, www.fi.se.

Advisers

In conjunction with the Rights Issue, the Company has engaged Carnegie Investment Bank AB (publ) as Sole Global Coordinator and Bookrunner, and Advokatfirman Schjødt as legal advisor.

Notice of Annual General Meeting 2024 in Acconeer AB (publ)

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The Annual General Meeting of Acconeer AB (publ), reg. no. 556872-7654, (the “Company”) will be held on 23 April 2024 at 17:30, Clarion Hotel & Congress Malmö Live, Dag Hammarskjölds Torg 2 in Malmö.

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

Notification etc.
Those who wish to participate in the annual general meeting must:

  1. be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances as per the record date of 15 April 2024; and
  2. give notice of intent to participate no later than 17 April 2024. Notification shall be made either in writing to Acconeer AB, att: Jenny Olsson, Västra Varvsgatan 19, SE-211 77 Malmö, or by email, info@acconeer.com.

The notice shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two (2). The notification should, where appropriate, be accompanied by proxies, registration certificates and other documents of authority.

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting, register its shares in its own name so that the shareholder is listed in the share register as of the record date of 15 April 2024. Such re-registration may be temporary (so-called voting rights registration), and a request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that has been made by the nominee no later than the second banking day after 15 April 2024, will be taken into account in the presentation of the share register.

Proxies etc.
If a shareholder is to vote through a proxy, a written, dated and signed proxy by the shareholder must be provided at the general meeting. The proxy may not be older than one (1) year, unless longer validity (maximum of five (5) years) is stated in the proxy. If the proxy is issued by a legal entity, the current registration certificate or equivalent authorisation document for the legal entity must also be provided. To facilitate an easier passing, a copy of the proxy and other documents of authority should be enclosed with the registration for the general meeting. Proxy forms will be kept available on the Company’s website, www.acconeer.com, and at the Company’s head office and will be sent by post to shareholders who contact the Company and state their address.

Proposed agenda

  1. Opening of the meeting.
  2. Election of chairman of the meeting.
  3. Election of one or two persons to approve the minutes.
  4. Preparation and approval of the voting list.
  5. Approval of agenda.
  6. Determination as to whether the meeting has been duly convened.
  7. Presentation of the annual report and the auditor’s report.
  8. Address by the CEO.
  9. Resolution on:
    1. Adoption of the income statement and balance sheet.
    2. Disposition of the Company’s profit or loss according to the established balance sheet.
    3. Discharge from liability of the board of directors and the CEO.
  10. Determination of fees to the board of directors and the auditors.
  11. Election of the board of directors and the auditor.
  12. Resolution on:
    1. Directed issue of warrants.
    2. Approval of transfer of warrants.
  13. Closing of the meeting.

Item 2 Election of chairman of the meeting
The board of directors has proposed that attorney-at-law Henric Stråth or, if he is prevented from attending, the person appointed by the board of directors shall be elected chairman of the meeting.

Item 9.B – Resolution on disposition of the Company’s profit or loss
The board of directors has proposed to the 2024 annual general meeting that no dividend is paid and that the funds at the disposal of the general meeting are carried forward.

Item 10 Determination of fees to the board of directors and the auditors
A group of shareholders have proposed that the fees to the board of directors, for the period until the end of the next annual general meeting, be paid out with a total of fourteen (14) price base amounts (Sw. prisbasbelopp), of which five (5) price base amounts to the chairman and three (3) price base amounts each to the other members elected by the annual general meeting who are not employed by the Company.

The board of directors has proposed that the fee to the auditor is to be paid according to approved invoice.

Item 11 Election of the board of directors and the auditor
A group of shareholders have proposed that the number of board members shall be four (4), that the number of auditors shall be one (1), and that no deputy auditors shall be appointed.

A group of shareholders have proposed that the board of directors shall consist of the following members: Lars-Erik Wernersson (re-election), Git Sturesjö Adolfsson (re-election), Thomas Rex (re-election) and Henric Stråth (new election). It is proposed that Thomas Rex is re-elected chairman of the board.

Henric Stråth, born 1982, is a board member and partner in the business law firm Moll Wendén Advokatbyrå AB. Henric Stråth has a Degree of Master of Laws from Lund University and have previously been a member of the board of directors in Lundon Marketing AB and Strathorn AB. Henric Stråth owns no shares in the Company.

Information regarding the proposed members of the board of directors is available on the Company’s website, investor.acconeer.com.

Furthermore, it has been proposed that the registered auditing company KPMG AB is re-elected for the period until the end of the next annual general meeting. KPMG AB has announced that, should the annual general meeting approve the proposal, the authorised public accountant Jonas Nihlberg will be the auditor-in-charge.

Item 12 – Resolution on a directed issue of warrants and approval of the subsidiary’s transfer pursuant to Chapter 16 section 4 second paragraph of the Companies Act

Background and motive
The board of directors has proposed that the annual general meeting resolves on a warrant-based incentive program for the individuals who are or will be employed by the Company (individuals employed for a fixed time period are excluded) including the CEO of the Company (“Employees”) in accordance with the conditions set out below (“Warrant Program 2024/2028”).

The purpose of the proposed program and the reasons for the deviation from the shareholders’ preferential rights are that the board of directors believes that a warrant program that allows the Employees to gain access to the Company’s value development promotes participation and accountability and brings increased motivation to promote favourable economic development in the Company. An incentive program is also expected to contribute to the recruitment and retention of competent, motivated and committed employees.

In light of the above, the board of directors proposes that the annual general meeting resolves to (A) issue warrants of series 2024/2028 to the Subsidiary (as defined below) and (B) approve the transfer of warrants series 2024/2028 from the Subsidiary to the Employees in accordance with item 12.B below. Items (A) and (B) constitute an overall proposal and shall be resolved upon as one resolution by the annual general meeting.

Item 12.A – Directed issue of warrants
For the implementation of Warrant Program 2024/2028, the board of directors proposes that the annual general meeting resolves to issue a maximum of 500,000 warrants of series 2024/2028, implying an increase in the share capital upon full exercise with a maximum of SEK 25,000.

For the decision, the following conditions shall apply:

  1. No more than 500,000 warrants shall be issued.
  2. With the exception of shareholders’ preferential rights, the subscriber shall be the Company’s wholly-owned subsidiary Acconeer Incentive AB, reg. no. 559156-2474 (the “Subsidiary”), with the right and obligation for the Subsidiary to transfer the warrants to the Employees in accordance with item B below.
  3. The warrants shall be issued free of charge to the Subsidiary.
  4. Subscription of warrants shall be made on a special subscription list within two weeks from the date of the issue resolution. The board of directors is entitled to extend the subscription period. Over-subscription cannot occur.
  5. Each warrant entitles the holder to subscribe for one (1) share in the Company.
  6. Subscription of shares under the warrants may take place during the period from 15 February 2028 up to and including 30 April 2028. The premium per share shall be transferred to the free share premium reserve (Sw. fria överkursfonden).
  7. The subscription price per share shall correspond to 150 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official curriculum list for shares in the Company during the period of ten (10) trading days ending on 15 November 2024, however the subscription price per share shall never be less than the quota value of the share. The subscription price shall be rounded to the nearest SEK 0.01, whereupon SEK 0.005 shall be rounded upwards.
  8. The shares subscribed for on the basis of the warrants shall entitle the holder to a distribution of profits for the first time on the first record date of dividends that occur after the subscription of shares has been exercised through the exercise of the warrants.
  9. Applicable re-calculation terms and other terms and conditions for the warrants can be found in “Terms and conditions for warrants series 2024/2028 for new subscription of shares in Acconeer AB (publ)”.
  10. The board of directors, or the one the board of directors appoints, is authorised to make minor amendments to the annual general meeting’s decisions and attachments that may prove necessary in connection with the registration with the Swedish Companies Registration Office or, where applicable, Euroclear Sweden AB.

Item 12.B – Approval of transfer of warrants to Employees
Warrant Program 2024/2028 shall be carried out mainly as described below.

  1. The warrants shall, for payment, be transferred by the Subsidiary on 22 November 2024, or on the later date decided by the board of directors, to the Employees in accordance with the guidelines set out below.
  2. Transfer according to item 12.B.1 shall be made at market value at the respective transfer dates, which shall be determined by Optionspartner AB or another independent valuation institute, using the Black & Scholes valuation model.
  3. Warrants shall be allotted in accordance with the following guidelines:
    • On each respective transfer date, every Employee shall be given the opportunity to acquire warrants to an amount equivalent to no more than one fifth (1/5) of the Employee’s annual income prior to income tax.
    • No more than 500,000 warrants in total may be allotted on each occasion.
  4. There will be no guaranteed allotment and over-subscription cannot occur. In case the subscription of warrants exceeds the highest amount of warrants which may be allotted, allotment of warrants will be made proportionally in accordance with each Employee’s annual income prior to income tax or, to the extent that allotment cannot be made this way, by the drawing of lots.
  5. Transfer of warrants may not take place after the annual general meeting 2025, after which non-transferred warrants shall be cancelled. Such cancellation of warrants shall be reported to the Swedish Companies Registration Office for duly registration.
  6. The right to transfer warrants in Warrant Program 2024/2028 assumes that (i) the Employee holds his/her position or has signed an agreement thereon by the time of the allotment and not announced or been informed at that time that the employment is intended to be terminated, (ii) that acquisition of warrants can take place in accordance with applicable laws and, according to the board of directors’ assessment, can be executed with reasonable administrative costs and financial efforts, and (iii) that the Employee and/or, in applicable cases, the participant’s company has entered into an agreement with the Company, according to which the Company, or the one the Company assigns, under certain circumstances has the right to repurchase the warrants from the participant/company if the participant’s employment/consultancy assignment ceases or if the participant/company wishes to transfer the warrants before they can be exercised for subscription of shares. The board of directors has the right to make the reasonable changes and amendments to the terms and conditions of the agreement that are deemed suitable or appropriate as a result of local employment law or tax law or administrative conditions.
  7. For participants in other jurisdictions than Sweden, it is implied that transfer of warrants is legally possible and that transfer, in the board of directors’ opinion, can be carried out with reasonable administrative and financial efforts at their established fair market value. The board of directors shall be authorised to amend the terms and conditions of the Warrants Program 2024/2028 to the extent required in order for allotment of warrants to participants in other jurisdictions, to the extent practically possible, to be carried out under the same conditions imposed by the Warrants Program 2024/2028.

Award criteria
No award criteria, beyond what is stated in item 12.B.6 above, have been resolved upon to receive allocation in the incentive program. The board of directors believes that a broad program that includes all Employees provides the best conditions to achieve the board of directors’ goals of implementing the program: committed, motivated and competent co-workers.

Valuation
Subscription of the warrants shall be made at a price equal to the warrant’s fair market value the day of subscription. The warrants’ fair market value, according to a preliminary valuation based on assumptions of the market value of the underlying share of SEK 7.60 at subscription and an exercise price of SEK 11.40 per share, SEK 1.80 per warrant. The Black & Scholes valuation model has been used for the valuation, assuming a risk-free interest rate of 2.411 per cent and a volatility assumption of 55.3 per cent, taking into account the expected dividends and other value transfers to the shareholders. With respect to restrictions on disposal of, and the illiquidity in the warrants, a so-called illiquidity discount of 15.0 per cent has been applied to the warrants’ value. The final price for the warrants will be established in connection with each subscription occasion to the Employees and will be based on market conditions prevailing at that time.

Costs
Since the warrants are subscribed for at market value, the Company is of the opinion that there will be no social costs for the Company as a result of the issue. However, some costs may arise if the subscription price exceeds the initially estimated market value. The costs will therefore mainly consist of limited costs for the implementation and administration of the warrants. Warrant Program 2024/2028 is not expected to entail any costs of significance to the Company. For this reason, no measures for hedging the program have been taken.

Dilution, previous incentive programs and effects on key ratios
As per the day of this proposal, there are 26,637,783 shares in the Company. Assuming that all warrants that can be issued under Warrant Program 2024/2028 are exercised for subscription of new shares, the number of shares and votes in the Company will increase by 500,000, which corresponds to a dilution of approximately 1.84 per cent of the number of shares and votes in Company. The dilution is expected to have a marginal impact on the Company’s key ratios.

The Company currently has five ongoing share-based incentive programs: Warrant Program 2021/2024:1, Warrant Program 2021/2024:2, Warrant Program 2022/2026, Warrant Program 2023/2026 and Warrant Program 2023/2027.

The annual general meeting resolved on 27 April 2021 to issue a maximum of 300,000 warrants to the Subsidiary, which as of today holds 82,497 of these, through Warrant Program 2021/2024:1. The incentive program includes the persons who are or will be employed by the Company (but not fixed-term employees) including the CEO of the Company. The warrant holders have the right to, during the period from and including 15 May 2024 to and including 30 September 2024, call for subscription of a new share in the Company at a subscription price corresponding to 130 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official curriculum list for shares in the Company during the period of ten (10) trading days ending on 23 April 2021.

The annual general meeting resolved on 27 April 2021 to issue a maximum of 300,000 warrants to the Subsidiary, which as of today holds 192,862 of these, through Warrant Program 2021/2024:2. The incentive program includes the persons who are or will be employed by the Company (but not fixed-term employees) including the CEO of the Company. The warrant holders have the right to, during the period from and including 15 November 2024 to and including 31 Mars 2025, call for subscription of a new share in the Company at a subscription price corresponding to 130 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official curriculum list for shares in the Company during the period of ten (10) trading days beginning on 28 October 2021.

The annual general meeting resolved on 26 April 2022 to issue a maximum of 300,000 warrants to the Subsidiary, which as of today holds 76,485 of these, through Warrant Program 2022/2026. The incentive program includes the persons who are or will be employed by the Company (but not fixed-term employees) including the CEO of the Company. The warrant holders have the right to, during the period from and including 3 December 2025 to and including 16 January 2026, call for subscription of a new share in the Company at a subscription price corresponding to 150 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official curriculum list for shares in the Company during the period of ten (10) trading days beginning on 11 November 2022.

The annual general meeting resolved on 26 April 2022 to issue a maximum of 300,000 warrants to the Subsidiary, which as of today holds 166,197 of these, through Warrant Program 2023/2026. The incentive program includes the persons who are or will be employed by the Company (but not fixed-term employees) including the CEO of the Company. The warrant holders have the right to, during the period from and including 25 March 2026 to and including 8 May 2026, call for subscription of a new share in the Company at a subscription price corresponding to 150 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official curriculum list for shares in the Company during the period of ten (10) trading days beginning on 3 March 2023.

The annual general meeting resolved on 27 April 2023 to issue a maximum of 500,000 warrants to the Subsidiary, which as of today holds 500,000 of these, through Warrant Program 2023/2027. The incentive program includes the persons who are or will be employed by the Company (but not fixed-term employees) including the CEO of the Company. The warrant holders have the right to, during the period from and including 24 March 2027 up to and including 5 May 2027, call for subscription of a new share in the Company at a subscription price corresponding to 150 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official curriculum list for shares in the Company during the period of ten (10) trading days ending on 8 March 2024.

If (i) all outstanding warrants issued in connection with the ongoing incentive programs, including the warrants from Warrant Program 2023/2027 currently held by the Subsidiary, however, excluding the other warrants held by the Subsidiary, are exercised in full for subscription of shares, (ii) the general meeting resolves on the implementation of Warrant Program 2024/2028 in accordance with the proposal, and (iii) all warrants that can be issued in or in connection with Warrant Program 2024/2028 are exercised for subscription of shares, the number of shares and votes in the Company will increase by 1,681,959, which corresponds to a total dilution of approximately 5.94 per cent of the number of shares and votes in the Company.

The above estimates are subject to revaluations of the warrants under the usual translation terms contained in the full terms. All dilution effects have been calculated as the number of additional shares in relation to the number of existing plus additional shares.

Preparation of the proposal
The proposal for resolution on the implementation of Warrant Program 2024/2028 and the proposals of resolutions according to item 12.A and 12.B above, have been prepared by the board of directors together with external advisors. Board members will not be allotted. The CEO, who may be granted warrants in Warrant Program 2024/2028, has not participated in the preparation of the proposal.

Majority requirements
The resolution of the annual general meeting in accordance with the board of directors’ proposals under items 12.A–B above is proposed to be adopted as a joint decision. A valid resolution requires that the resolution is supported by shareholders with at least nine tenths (9/10) of both the votes cast and the shares represented at the annual general meeting.

Available documents
The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act will be made available at the Company and at the Company’s website, www.acconeer.com, at least three weeks prior to the annual general meeting. The documents will also be sent free of charge to shareholders who so request and provide their address to the Company. In other respects, the board of directors’ complete proposals for resolutions are stated in the notice.

Information at the annual general meeting
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relation to other companies within the group.

Shareholders who wish to submit a question in advance can do so by mail to Jenny Olsson at the address Acconeer AB, Att: “AGM 2024” Västra Varvsgatan 19, SE-211 77 Malmö or by email to info@acconeer.com. Submissions should include the name of the shareholder including such shareholder’s personal or organisation number. It is also recommended that the submission includes the shareholder’s postal address, email address and telephone number.

Shares and votes in the Company
The total number of shares and votes in the Company amount to 26,637,783, as per the date of this notice. The Company does not hold any own shares.

Processing of personal data
For information on how your personal data is processed, the Company refers to the integrity policy available on Euroclear Sweden AB’s website https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.

____________

Malmö in March 2024
Acconeer AB
The Board of Directors

Acconeer publishes annual report for 2023

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Acconeer AB's annual report for 2023 is from today available on the company's website, investor.acconeer.com.

In order to reduce environmental impact and cost, Acconeer AB will not print the annual report for general distribution. A printed version of the report can be distributed to shareholders upon request.

As previously communicated, the Annual General Meeting will be held on Tuesday, 23 April 2024. More information will be included in the notice convening the AGM.

investor.acconeer.com

The Board of Directors of Acconeer has resolved to carry out a fully guaranteed rights issue of up to approximately SEK 149 million

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On 29 January 2024, Acconeer AB (“Acconeer” or the “Company”) announced its intention to carry out a fully guaranteed rights issue with preferential rights for existing shareholders (the “Rights Issue”). The Board of Directors of Acconeer has today, based on authorization granted by the Extraordinary General Meeting held on 1 March 2024, resolved on the terms that shall apply to the Rights Issue. The entire Rights Issue is since earlier covered through a combination of subscription undertakings and guarantee commitments. In addition, BGA Invest AB, the Company's largest shareholder, has on 4 March 2024 entered into a subscription undertaking of SEK 10 million. The subscription price in the Rights Issue amounts to SEK 4.20 per share. Through the Rights Issue, the Company is expected to receive approximately SEK 149 million before deductions for transaction costs.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO SECTION “IMPORTANT INFORMATION” BELOW.

Summary

  • Existing shareholders in the Company receive one (1) subscription right for each share held on the record date. Three (3) subscription rights entitle the subscription of four (4) new shares in the Rights Issue.
  • The subscription price in the Rights Issue is SEK 4.20 per share, which corresponds to a discount of approximately 27.7 per cent compared to the theoretical price after the separation of subscription rights, based on the closing price for the Acconeer share on 4 March 2024 on Nasdaq First North Growth Market.
  • Through the Rights Issue, the Company will receive approximately SEK 149 million before deductions for transaction costs.
  • The net proceeds are intended to be used for the following purposes:
    • repayment of debt, including accrued interest, to Buntel AB and Exelity AB (about SEK 32 million) and the Swedish Tax Agency (about SEK 15 million);
    • research and development, in particular the completion of A2, Acconeer’s next generation radar sensor; and
    • general corporate purposes, aimed at, but not limited to, accelerating sales.
  • The record date for participating in the Rights Issue is 12 March 2024.
  • The subscription period in the Rights Issue takes place from and including 14 March 2024, up to and including 28 March 2024.
  • For existing shareholders who refrain from participating in the Rights Issue, the dilution amounts to approximately 57.1 per cent of the number of shares and votes in the Company after the Rights Issue.
  • The Rights Issue is fully covered by a combination of subscription undertakings, including from the largest shareholder BGA Invest AB, the Chairman of the Board Thomas Rex and the Company's CEO Lars Lindell, and guarantee commitments.

Background and reasons

Acconeer’s radar sensor combines the best aspects of radar technologies through its low power consumption of pulsed radar systems and the high precision of coherent radar. This opens new opportunities for many applications with a diverse range of use cases – all in a component measuring five by five by 0.8 millimeters. Acconeer launched its first product in 2018 and has since sold more than two million radar sensors. The Company is currently in the process of expanding its product portfolio, collaborating with its strategic partner Alps Alpine to develop the next generation of pulsed coherent radar sensors, called A2.

Acconeer’s market is expected to continue growing rapidly, driven by major industry trends related to digitalization, such as 5G, artificial intelligence, and the Internet of Things. Currently, sensors based on ultrasound, infrared light, or camera technology are predominantly used. Acconeer doesn't need to create a new market but can replace existing solutions, each of which has its weaknesses.

Acconeer’s assessment is that its radar is the first radar with the size, power consumption, precision and price to enable the use of radar in e.g., consumer electronics. The applications for a radar sensor with these characteristics are numerous also in other areas such as smart cities, Internet of Things, industry, agriculture and automotive.

Intensive development of new applications is ongoing in all these areas, requiring more advanced sensors for gesture control, presence detection, level measurement and material recognition. In 2021, Acconeer signed a development agreement with Alps Alpine to develop the next generation of pulsed coherent radar sensors. This type of sensor will, among other things, be able to measure the angle of an object, enabling a wide range of use cases.

Acconeer is now prepared for the next phase of its development, consisting of a forward-leaning strategy to accelerate commercializing its first-generation product and advancing its technology for next-generation radar sensors. With this intensified development and commercialization strategy, the company aims to take significant steps towards realizing the potential of its technology in radar sensors.

To support Acconeer’s aforementioned strategy, the Company has resolved to carry out the Rights Issue and will receive a total of approximately SEK 149 million before transaction costs. The company has, through written agreements, obtained subscription and guarantee commitments equivalent to the entire Rights Issue.

Use of proceeds

The net proceeds from the Rights Issue are expected to be sufficient to fund the Company's business plan until the Company achieves positive cash flow, which is anticipated to occur during 2026. The net proceeds are intended to be used for the following purposes:

  • repayment of debt, including accrued interest, to Buntel AB and Exelity AB (about SEK 32 million) and the Swedish Tax Agency (about SEK 15 million)[1];
  • R&D, in particular the completion of A2, Acconeer’s next generation radar sensor; and
  • general corporate purposes, aimed at, but not limited to, accelerating sales.

The Rights Issue

The Board of Directors of the Company has today, based on the authorization granted by the Extraordinary General Meeting held on 1 March 2024, resolved to carry out a fully guaranteed rights issue of a maximum of 35,517,044 shares, with preferential rights for the Company’s existing shareholders in relation to the number of shares they own on the record date of 12 March 2024.

Existing shareholders receive one (1) subscription right for each share held on the record date. Three (3) subscription rights shall give the right to subscribe to four (4) new shares in the Company during the period 14 March 2024 until and including 28 March 2024. The subscription price corresponds to a discount of approximately 27.7 per cent compared to the theoretical price after the separation of subscription rights based on the closing price on 4 March 2024 on Nasdaq First North Growth Market. The Rights Issue will provide Acconeer up to SEK 149,171,584.80 before deductions for transaction costs through the issue of 35,517,044 shares.

The Rights Issue entails that the number of shares in Acconeer will increase by a maximum of 35,517,044, from 26,637,783 to 62,154,827 and that the share capital will increase by a maximum of approximately SEK 1,775,852 from approximately SEK 1,331,889 to approximately SEK 3,107,741.

For existing shareholders who do not participate in the Rights Issue, a dilution effect corresponding to up to approximately 57.1 per cent of the number of shares and votes in the Company arises after the Rights Issue. Shareholders who choose not to participate in the Rights Issue have the opportunity to compensate for the financial dilution effect by selling their subscription rights.

The final day of trading in Acconeer’s shares including the right to obtain subscription rights in the Rights Issue is on 8 March 2024. Subscription of shares with the support of subscription rights must be made through cash payment during the period 14 March – 28 March 2024. Subscription of shares without support of subscription rights shall take place through a special subscription list during the period 14 March – 28 March 2024. Payment for shares subscribed for without the support of subscription rights shall be paid in cash no later than two banking days after the issuance of the settlement note giving notice of allocation. The board has the right to extend the subscription period as well as the final day for payment.

The complete terms and conditions for the Rights Issue as well as information about the Company will be presented in a prospectus which, after approval by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), will be made public and published on the Company's website on 12 March 2024.

Subscription undertakings, guarantee commitments and voting commitments

Existing shareholders Alps Alpine Co., Ltd., the Ingvarsson Family (through Sifonen AB and privately), Chairman of the Board Thomas Rex, and CEO Lars Lindell have since earlier undertaken to subscribe for shares, corresponding to their respective pro rata shares, in the Rights Issue. In addition, BGA Invest AB, the Company's largest shareholder, has on 4 March 2024 entered into a subscription undertaking of SEK 10 million. Total subscription undertakings amount to approximately SEK 30 million, equivalent to approximately 20 per cent of the Rights Issue.

In addition to the aforementioned subscription commitments, external guarantors have provided guarantee commitments subject to customary conditions which, in aggregate, amount to approximately SEK 130 million, equivalent to approximately 87 per cent of the Rights Issue.

Thus, the Rights Issue is fully covered by subscription undertakings and guarantee commitments.

For the guarantee commitments, a guarantee commission of 10 per cent of the guaranteed amount shall be paid as a cash remuneration. No remuneration shall be paid for the subscription undertakings or declarations of intention to subscribe for shares. Neither of these commitments are secured by bank guarantee, blocked funds, pledges or similar arrangements.

Further information regarding the parties who have entered subscription undertakings and guarantee commitments will be available in the prospectus published before the start of the subscription period.

Lock-up undertakings

Prior to the Rights Issue, all board members and key executives in the Company have entered into lock-up undertakings, including commitments not to dispose of financial instruments in the Company, with certain exceptions. The lock-up undertakings expire 180 days after the announcement of the outcome of the Rights Issue.

Furthermore, the Company has undertaken in relation to Carnegie Investment Bank AB, with customary exceptions, not to issue additional shares or other share-related instruments for a period of 180 days after the announcement of the outcome of the Rights Issue.

Prospectus

The prospectus and subscription form will be made available before the subscription period commence on Acconeer’s website, www.acconeer.com, as well as on Carnegie Investment Bank AB's (publ) website, www.carnegie.se.

Indicative timetable

Final day of trading in the share including the right to receive subscription rights 8 March 2024
First day of trading in the share excluding the right to receive subscription rights 11 March 2024
Publication date of the prospectus 12 March 2024
Record date for the Rights Issue 12 March 2024
Trading in subscription rights 14 March – 25 March 2024
Subscription period 14 March – 28 March 2024
Trade in paid subscribed shares (BTA) 14 March – 8 April 2024
Expected announcement of outcome in the Rights Issue 3 April 2024


Advisers

In conjunction with the Rights Issue, the Company has engaged Carnegie Investment Bank AB (publ) as Sole Global Coordinator and Bookrunner, and Advokatfirman Schjødt as legal advisor.

[1] Related to temporary payment delay (Sw. ”betalningsanstånd”).

Bulletin from the Extraordinary General Meeting in Acconeer AB

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Acconeer AB (the "Company") has today, 1 March 2024, held an Extraordinary General Meeting (the "EGM"). The EGM resolved approve the Board of Directors' proposal to amend the Articles of Association and to resolve on an issue authorization for the Board of Directors. Notice of the Extraordinary General Meeting and complete proposals are available on the Company's website, www.acconeer.com.

Amendment of the Articles of Association

The EGM resolved in accordance with the Board of Directors' two proposals to amend §§ 4-5 of the Articles of Association, entailing:

  • that the Articles of Association shall be amended so that the share capital shall be not less than SEK 1,250,000 and not more than SEK 5,000,000 and that the number of shares shall be not less than 25,000,000 and not more than 100,000,000, and
  • that the Articles of Association shall be amended so that the share capital shall be not less than SEK 5,000,000 and not more than SEK 20,000,000 and that the number of shares shall be not less than 100,000,000 and not more than 400,000,000.

The EGM further resolved to authorize the Board of Directors to register with the Swedish Companies Registration Office the above resolution to amend the Articles of Association, the limits of which for the minimum and maximum number of shares in the Company are consistent with the total number of shares in the Company after the Board of Directors has resolved on a new issue of shares based on the issue authorization as set out below.

Issue authorization

The EGM resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, resolve to issue new shares, warrants and/or convertibles, with preferential rights for the Company's shareholders. The Company's share capital and the number of shares may, by virtue of the authorization, be increased with an amount and number that falls within the limits of the, at any time registered, or by the EGM adopted, Articles of Association. In accordance with what has been previously communicated, the Board of Directors intends to resolve on a rights issue of shares of approximately SEK 150 million based on the issue authorization around 5 March 2024.

Acconeer receives largest order yet from NEXTY Electronics worth 1,8 million USD

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The order relates to Acconeer's pulsed coherent radar sensor A1 for mass production and is the largest order Acconeer has received so far. The sensors ordered will be delivered to NEXTY Electronics (“NEXTY”) during 2024. A pre-payment of the full value will be made no later than April 2024. NEXTY is a leading Japanese distributor with a particularly strong position in the automotive industry.

CEO Lars Lindell comments: “To receive our by far largest order yet and pre-payment covering NEXTY’s needs for the full year 2024 confirms what we previously have stated that the automotive ramp-up starts this year, which is of course something we are very excited about.”

In addition to publicly announced orders, Acconeer continuously receives orders of smaller amounts which are not publicly announced as they are not considered to affect the share price.

In January 2024 Acconeer announced the intention to carry out a fully guaranteed rights issue and stated that the company is expected to be able to finance its business plan with existing cash until the middle of May 2024. With this payment from NEXTY, this period is extended, and the company now expects to have sufficient cash to operate until the middle of August 2024.

Year-end report January 1 – December 31 2023

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In the fourth quarter 2023, Acconeer's net sales amounted to 10,612 kSEK, and the product revenue increased by 48% compared to the third quarter. The company sold approximately 153,000 sensors and 10,000 modules. In the quarter 308 evaluation kits were sold, and an accumulated 7,341 EVKs have been sold since launch. The gross margin on sales of goods in Q4 was 60% and 11 new customer products were launched. After the quarter, it was announced that the company intends to carry out a fully guaranteed rights issue of SEK 150 million.

CEO Lars Lindell comments: “Highlights of the fourth quarter were major advances in the automotive industry, with several important design wins with major companies. In addition, we received the first prototypes of our next generation radar sensor, and we are pleased to say that these are performing above expectations, giving us confidence as we continue to develop and commercialize the A2.”

FOURTH QUARTER

  • Net sales for the fourth quarter amounted to kSEK 10,612 (13,859) TSEK.
  • The gross margin on sales of goods was 60 (56) %.
  • Result after taxes amounted to kSEK-11,289 (-10,428).
  • Earnings per share before and after dilution was SEK -0.42 (-0.40).
  • The cash flow from operating activities was kSEK -9,846 (-6,973).

FULL YEAR

  • Net sales for the full year amounted to kSEK 35,522 (46,825).
  • The gross margin on sales of goods was 62 (59)%.
  • Result after taxes amounted to kSEK -46,504 (-47,154).
  • Earnings per share before and after dilution was SEK -1.76 (-1.81).
  • The cash flow from operating activities was kSEK -37,276 (-36,220).
  • Cash and cash equivalents on the balance sheet date amounted to kSEK 38,653 (89,883).

SIGNIFICANT EVENTS DURING THE FOURTH QUARTER

  • Acconeer received order from NEXTY worth USD 150,000.
  • Large Japanese electronics company launched module based on Acconeer’s A1 radar sensor.
  • Acconeer announced five new automotive design wins to an estimated value of USD four million.
  • Acconeer received order from NEXTY worth USD 190k.

SIGNIFICANT EVENTS AFTER THE END OF THE PERIOD

  • Acconeer announced automotive design win to an estimated value of USD 5 million.
  • It was announced that Acconeer intends to carry out a fully guaranteed rights issue of approximately SEK 150 million, financial targets and preliminary financial information for FY 2023 was announced.

The year-end report is attached to this press release and available through Acconeer's website: https://www.acconeer.com/investor_page/home/financial-reports/.